SELLING AGREEMENT
This is an Agreement by and between Walnut Street Securities, Inc. (hereafter
referred to as "Company"), and ________________________________________________
(hereafter referred to as "Broker-dealer").
Premises
A. Company is a principal underwriter for variable life insurance contracts
(the "Contracts") issued by Paragon Life Insurance Company ("Paragon"),
which Contracts are registered as securities with the Securities and
Exchange Commission and are subject to the various regulations pertaining
to securities as well as to the laws governing insurance contracts.
B. Broker-dealer certifies that it is registered and in good standing as a
broker-dealer under the Securities Exchange Act of 1934 and is a member in
good standing of the National Association of Securities Dealers ("NASD"),
and desires to become authorized to sell the Contracts.
In consideration of and reliance on the premises and the covenants set forth
below, the parties hereto agree as follows:
1) Basic Engagement Company hereby agrees that the Broker-dealer is
authorized to sell the Contracts. Broker-dealer hereby agrees to conduct
all selling activities in respect of the Contracts in accordance with the
rules and regulations of the NASD and all applicable state and federal
laws, rules, and regulations.
2) Broker-dealer Duties
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a. Paragon will ensure the individuals conducting sales activities
relating to the Contracts are duly appointed insurance agents of
Paragon and entitled to sell the Contracts under insurance laws of any
jurisdiction in which the individual solicits sales.
b. Broker-dealer will ensure that sales of the Contracts do not occur in
jurisdictions where Paragon is not licensed to sell the Contract.
c. Broker-dealer will ensure that individuals conducting sales activities
relating to the Contracts possess the qualifications specified by the
NASD and federal laws and regulations.
d. Broker-dealer will supervise the sales practices of its agents and
hereby indemnifies and holds Company harmless from any damage or
expense caused by any breach of the Agreement or any misrepresentation
or omission in the connection of the offer or sales of any Contracts
by Broker-dealer and its agents in selling the Contracts.
3) Suitability Broker-dealer will review all applications for the
Contracts to make certain that the purchases are suitable for the
prospective customer. Broker-dealer will promptly forward to Company all
applications for the Contracts which it deems suitable, together with any
purchase payments received, without making any deduction for compensation
of the selling agent or of the Broker dealer itself. Paragon and the
Company have the right to make their own determination concerning the
acceptability of any application for a Contract and to return any purchase
payment tendered in connection therewith.
4) Sales Materials The Contracts are described in prospectuses, and the
mutual fund into which premiums may be directed is described in a
prospectus. Broker-dealer will offer and sell the Contracts only in
accordance with the terms and conditions of the then current prospectuses
and will make no representations not made in the prospectuses or in any
other authorized supplemental sales materials approved by Company and
Paragon. Broker-dealer shall not use or permit use of advertising or sales
materials without obtaining the prior written approval of Paragon.
5) Independent Contractor Broker-dealer is performing the acts covered by
this Agreement in the capacity of independent contractor and not as an
agent or employee of Company or of Paragon. Neither Company nor Paragon
shall be liable for any obligation, act, or omission of Broker-dealer.
6) Compensation Broker-dealer shall be paid by Paragon (on behalf of
Company) compensation for the sale of Contracts under the conditions set
forth in the attached Compensation Schedule. Paragon has the right to
charge back any such compensation under the conditions stated in such
Schedule(s). Any Compensation Schedule can be changed by Company and
Paragon as of a specified date, provided such date is at least 10 days
after the date notice of the change is mailed to Broker-dealer's last known
address. Any such change will apply only to Contracts issued on or after
effective date of the change.
7) Effectiveness This Agreement shall take effect as of the date it is
signed by Company, which date is shown below. It shall continue in force
from year to year unless it is terminated. This Agreement may be
terminated for any reason by either party; such termination will become
effective 60 days after the mailing of a notice of termination to the other
parties' last known address. This Agreement may be terminated by Company
for cause (i.e., Broker-dealer's violation of any of the terms of this
Agreement); such termination will become effective upon the mailing of a
notice of termination to the Broker-dealer's last known address. Failure
of Company to terminate this Agreement upon knowledge of a cause shall not
constitute a waiver of the right to terminate at a later time for such
cause. This Agreement shall immediately terminate automatically if Broker-
dealer shall cease to be a member of the NASD or to possess the requisite
licenses and appointments, and Broker-dealer agrees to immediately notify
Company of such an occurrence. Broker-dealer may terminate this Agreement
at any time following 20 days written notice to Company at its last known
address.
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8) No Assignment Agreement may not be assigned by Broker-dealer except
with the written consent of Company.
9) Applicable Law This Agreement shall be construed in accordance with
the laws of Missouri.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its
corporate name by one of its corporate officers, and the Broker-dealer has set
its hand to this Agreement as of the day and year written below.
WALNUT STREET SECURITIES, INC.
______________________________ ___________________________________
BROKER-DEALER COMPANY
SIGNATURE: SIGNATURE:
______________________________ ___________________________________
NAME: NAME:
______________________________ ___________________________________
TITLE: TITLE:
______________________________ ___________________________________
ADDRESS: ADDRESS:
______________________________ 400 SOUTH 4TH STREET, SUITE 1000
______________________________ ST. LOUIS, MISSOURI 63102
DATE:
______________________________ EFFECTIVE DATE:________________
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