EXHIBIT (3)(B)(I)
METLIFE INVESTORS DISTRIBUTION COMPANY
RETAIL SALES AGREEMENT
TABLE OF CONTENTS
I. DEFINITIONS 2
II. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 4
A. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY 4
B. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF BROKER 7
III. PRINCIPLES OF ETHICAL MARKET CONDUCT 15
IV. COMPLIANCE WITH APPLICABLE LAWS 15
V. COMPENSATION 17
VI. COMPLAINTS AND INVESTIGATIONS 19
VII. RECORDS AND ADMINISTRATION 20
VIII. PRIVACY INFORMATION 21
A. PROPRIETARY INFORMATION 21
B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION BY COMPANY 22
FROM BROKER
C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED BY COMPANY 22
D. CONFIDENTIAL INFORMATION 23
E. PROTECTED HEALTH INFORMATION 24
IX. INDEMNIFICATION 25
X. GENERAL PROVISIONS 29
A. TERM AND TERMINATION 29
B. ASSIGNABILITY 29
C. AMENDMENTS 30
D. NOTICES 30
E. ARBITRATION 32
F. GOVERNING LAW; VENUE; JURISDICTION 32
G. ENTIRE UNDERSTANDING 32
H. NO THIRD PARTY BENEFICIARIES 32
I. NON-EXCLUSIVITY 32
J. NO HIRE 32
K. WAIVER 33
L. COUNTERPARTS; FACSIMILE SIGNATURES ▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇. ▇▇▇▇▇▇▇▇ 34
O. FURTHER ASSURANCES 34
P. CONSTRUCTION 34
Q. RECITALS 34
R. REPRESENTATION BY COUNSEL 34
S. TRADEMARKS 35
T. LONG TERM CARE CONTRACTS 35
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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METLIFE INVESTORS DISTRIBUTION COMPANY
RETAIL SALES AGREEMENT
This Agreement, including the Exhibits attached hereto (collectively, the
"Agreement") is made, entered into and effective as of ____________, 20__
("Effective Date") by and among MetLife Investors Distribution Company, a
Missouri corporation (the "Company") and (BDNAME), (the "Broker") that, for the
________
distribution of fixed insurance products only, is or is affiliated with one or
more validly licensed insurance agencies, or for the distribution of registered
products, is registered as a broker-dealer with the Securities and Exchange
Commission ("SEC") under the 1934 Act (as hereafter defined) and is a member of
the National Association of Securities Dealers ("NASD") and is also either
licensed as or affiliated with one or more validly licensed insurance agencies.
RECITALS
A. Company and its Affiliates (as hereafter defined) issue or provide access
to certain Contracts (as hereafter defined).
B. Company, on behalf of itself and each Affiliate that issues or provides
access to the Contracts, is authorized to enter into this Agreement with Broker
and other unaffiliated broker-dealers or selling groups, as the case may be, to
distribute the Contracts.
C. Company proposes to compensate Broker for the sale and servicing of
Contracts in accordance with the Compensation Schedules set forth in Exhibits A
and B, which by this reference are hereby incorporated in, and made a part of
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
I. DEFINITIONS.
___________
All capitalized terms used in this Agreement shall have the meanings defined
below, or if not defined in this section, as set forth elsewhere in this
Agreement:
Affiliate - Any entity that directly or indirectly controls, is controlled
by or is under common control with Company or Broker, as applicable,
including, without limitation, any entity that owns 25% or more of the
voting securities of any of the foregoing and any entity that is a
subsidiary of any of the foregoing.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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Agency - One or more associated insurance agencies of Broker, identified on
Exhibit D hereto, which are properly licensed to participate in the business
of insurance, for the distribution of the Contracts.
Applicable Laws - Shall have the meaning given to such term in Section IV of
this Agreement.
Confidential Information - Shall have the meaning given to such term in
Section VIII(D) of this Agreement.
Contracts - Those Fixed Contracts, Variable Contracts and other products
that are identified on Exhibits A and B attached hereto.
Fixed Contracts - Contracts that are not Variable Contracts and include,
without limitation, fixed rate annuities, fixed life insurance and other
fixed insurance contracts, issued or offered by Company or its Affiliates,
as more fully described in Exhibit B.
HIPAA - The Health Insurance Portability and Accountability Act of 1996, as
now in force or hereafter amended, and all related regulations.
Nonpublic Personal Information - Financial or health related information by
which a financial institution's consumers and customers are individually
identifiable, including but not limited to nonpublic personal information as
defined by Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and regulations adopted
pursuant to that Act.
Prospectus - The prospectuses, supplements to prospectus(es), and statements
of additional information included within the Registration Statements
referred to herein or filed pursuant to the 1933 Act and the Investment
Company Act of 1940, as amended.
Protected Health Information or PHI - Individually identifiable information
that is transmitted or maintained in any medium and relates to the past,
present or future physical or mental health or condition of an individual;
the provision of health care to an individual; or future payment for the
provision of health care to the individual. PHI also includes demographic
information about
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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individuals, including names; addresses; dates directly related to an
individual, including but not limited to birth date; telephone numbers; fax
numbers; E-mail addresses; Social Security numbers; policy numbers; medical
record numbers; account numbers; and any other unique identifying number,
characteristic or code. PHI further includes, but is not limited to,
information provided by an individual on an application for a long term care
insurance policy or other health care plan issued or offered by Company or
an Affiliate of Company; information related to the declination or issuance
of, or claim under, a long term care insurance policy issued or offered by
Company or an Affiliate; or information derived therefrom.
Registration Statements - Registration statements and amendments thereto
filed with the SEC relating to the Variable Contracts, including those for
any underlying investment vehicle or variable insurance rider.
Representatives - Those individuals, accepted by Company or its Affiliates
to solicit and sell Contracts under the terms of this Agreement, who are
duly contracted and appointed as life insurance agents of Company or its
Affiliates and, with respect to registered products, are also duly
registered, individually, with the NASD in compliance with the 1934 Act.
Variable Contracts - Contracts that are not Fixed Contracts and include,
without limitation, variable life insurance policies, variable annuity
contracts, variable insurance riders and other variable insurance contracts,
any of which may or may not have a fixed component, issued or offered by
Company or its Affiliates, as more fully described in Exhibit A.
1933 Act - The Securities Act of 1933, as amended.
1934 Act - The Securities Exchange Act of 1934, as amended.
II. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
_____________________________________________________
A. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF COMPANY
________________________________________________________________
1) Authorization. Company represents that it is duly authorized, on
______________
behalf of itself and each Affiliate that issues or provides access to
the Contracts, to enter into this Agreement with Broker to distribute
such Contracts.
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2) Appointment. Company, subject to the terms and conditions of this
___________
Agreement, hereby appoints Broker, on behalf of itself and its
Affiliates, to solicit, sell and provide services to the Contracts on
a non-exclusive basis.
3) Solicit Applications - Fixed Contracts. Company authorizes Broker,
______________________________________
through its Representatives, to solicit applications for the Fixed
Contracts listed in Exhibit B, provided that: (a) Broker shall
solicit applications for Fixed Contracts only in those states where
it and its Representatives are appropriately licensed, and in which
the Fixed Contracts are qualified for sale under Applicable Laws; and
(b) Broker complies in all other respects with the published policies
and procedures of Company and/or its Affiliates, as applicable, and
with the terms of this Agreement.
4) Solicit Applications - Variable Contracts. Company authorizes Broker,
_________________________________________
through its Representatives, to offer and sell the Variable Contracts
listed in Exhibit A, provided that: (a) Broker shall solicit
applications for Variable Contracts only in those states where it and
its Representatives are appropriately licensed; (b) there is an
effective Registration Statement relating to each such Variable
Contract; (c) each such Variable Contract is qualified for sale under
Applicable Laws in such state in which the sale or solicitation is to
take place; and (d) Broker complies in all other respects with the
published policies and procedures of Company and/or its Affiliates,
as applicable, and with the terms of the Agreement. Company shall
notify Broker or its designee of the issuance by the SEC of any stop
order with respect to a Registration Statement or the initiation of
any proceeding by the SEC relating to the registration and/or
offering of Variable Contracts and of any other actions or
circumstances that makes it no longer lawful for Company or its
Affiliates to offer or issue one or more of the Variable Contracts
listed in Exhibit A. Company shall advise Broker of any revision of,
or supplement to, any Prospectus related to the Variable Contracts or
underlying investments of such Variable Contracts.
5) Rights of Company. Company and its Affiliates may, in their
_________________
respective discretion:
a) refuse for any reason to appoint a Representative and cancel any
existing appointment at any time;
b) direct the marketing of its insurance products and services;
c) review and approve all advertising referring to its insurance
products and services;
d) underwrite all insurance policies issued by it;
e) cancel risks;
f) handle all matters involving claims and payment;
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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g) prepare all policy forms and amendments;
h) maintain custody of, responsibility for and control of all
investments; and
i) withdraw a form of Contract from sale or change or amend a form
of Contract for any reason.
6) Amendments to Exhibits. Exhibits A and B may be amended by Company in
______________________
its sole discretion from time to time, without prior notice, to
delete or add Contracts. The provisions of this Agreement shall apply
to such Exhibits, as they may from time to time be amended, unless
the context otherwise requires. In addition, the Compensation
Schedules that are part of Exhibits A and B may be amended, modified
and/or replaced by Company in its sole discretion, from time to time,
without prior notice.
7) Broker's Access to Copies of Documents. During the term of this
______________________________________
Agreement, Company shall provide Broker, as applicable and without
charge, with as many copies of the Contract Prospectus(es), current
underlying mutual fund prospectus(es), statements of additional
information and applications for the Contracts, as Broker may
reasonably request. Upon receipt from Company of updated copies of
the Contract Prospectus(es), current underlying mutual fund
prospectus(es), statements of additional information and applications
for the Contracts, Broker shall promptly discard or destroy all
copies of such documents previously provided to it, except such
copies as are needed for purposes of maintaining proper records. Upon
termination of this Agreement, Broker shall promptly return to
Company all Contract Prospectus(es), current underlying mutual fund
prospectus(es), statements of additional information and applications
for the Contracts and other materials and supplies furnished by
Company to Broker or to its Representatives, except for copies
required for maintenance of records.
8) Advertising Material. Subject to the provisions of Section
____________________
VIII(D)(4), during the term of this Agreement, Company or its
Affiliates shall be responsible for approving all promotional, sales
and advertising material to be used by Broker. Company or its
Affiliates shall file such materials or shall cause such materials to
be filed with the SEC, NASD, and any applicable state insurance and
securities regulatory authorities, as required.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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B. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF BROKER
_______________________________________________________________
1) Appointment of Broker. Broker, subject to the terms and conditions
_____________________
of this Agreement, hereby accepts appointment to solicit, sell and
provide services to the Contracts and agrees to use its best efforts
to find suitable purchasers for the Contracts. Broker represents and
warrants that it shall offer Contracts only in those states where it
or an Agency is appropriately licensed and that it has obtained any
other appointments, approvals, licenses, authorizations, orders or
consents that are necessary to enter into this Agreement and to
perform its duties hereunder. Broker further represents that its
Representatives who shall be soliciting applications for Contracts
shall at all times be appropriately licensed under Applicable Laws
and such solicitations shall be in accordance with Applicable Laws
including, without limitation, the NASD Conduct Rules and all
insurance replacement regulations and regulations prohibiting the
rebating of commissions.
2) Licenses and Approvals. For the sale of Variable Contracts, Broker
______________________
represents and warrants that it is a registered broker-dealer under
the 1934 Act, has all necessary broker-dealer licenses, is a member
in good standing with the NASD, and has obtained any other approvals,
licenses, authorizations, orders or consents which are necessary to
enter into this Agreement and to perform its duties hereunder. Broker
further represents that its Representatives who shall be soliciting
applications for Variable Contracts, shall at all times as required
by Applicable Laws be appropriately registered and/or licensed under
such laws and shall comply with Applicable Laws, including without
limitation, the NASD Conduct Rules and all insurance replacement
regulations and regulations prohibiting the rebating of commissions.
3) Investigations of Broker or Representative. Broker represents that
__________________________________________
neither it nor any of its Representatives is currently under
investigation by any insurance regulator, the NASD or SEC, any other
self-regulatory organization or other governmental authority (except
for any investigations of which it has notified Company in writing).
Broker further agrees that, if a formal or informal investigation of
Broker or any of its Representatives is commenced by any insurance
regulator, the NASD or SEC, any other self regulatory organization or
other governmental authority, whether or not in connection with the
sale of the Contracts, Broker shall notify Company of the existence
and subject matter of such investigation. Broker shall further take
all steps necessary to assure that no subagent of an Agency shall be
appointed to solicit and procure Contracts if that subagent is
prohibited by 18 U.S.C. (S) 1033(e) from engaging in the business of
insurance. Broker further represents that it shall immediately notify
Company in writing if it or any of its Representatives have any of
their respective licenses, which are required under this Agreement
for the solicitation, sale or provision of services to the Contracts,
surrendered, removed, revoked, cancelled or suspended, whether
voluntarily or involuntarily.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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4) Requirements to Solicit Applications. Commencing at such time as
____________________________________
Company and Broker shall agree, Broker shall find suitable purchasers
for the Contracts that Representatives are licensed and authorized to
solicit and sell under Applicable Laws. In meeting its obligation to
solicit applications for the Contracts:
a) Broker shall use only those training, sales, advertising and
promotional materials with respect to the Contracts that have
been pre-approved in writing by Company for use at that time;
b) Broker shall establish and implement reasonable procedures for
periodic inspection and supervision of sales practices of its
Representatives, and shall, upon a reasonable written request
from Company, provide a report to Company on the results of such
inspections and the compliance with such procedures; provided,
however, that Broker shall retain sole responsibility for the
supervision, inspection and control of its Representatives;
c) Broker shall take reasonable steps to ensure that its
Representatives shall not make recommendations to an applicant to
purchase a Contract in the absence of reasonable grounds to
believe that the purchase of a Contract is suitable for such
applicant including those reasonable steps and reasonable grounds
required by Applicable Laws. Broker shall be solely responsible
for determining the suitability of recommendations to purchase a
Contract made by its Representatives.
d) Broker shall review diligently all Contract applications for
accuracy and completeness and for compliance with the conditions
herein, including the suitability and Prospectus delivery
requirements, and shall take all reasonable and appropriate
measures to assure that applications submitted under this
Agreement are accurate, complete, compliant with the conditions
herein and, in addition, for Variable Contracts are approved by a
qualified registered principal of Broker as required by
Applicable Laws. Broker shall ensure that all applications
relating thereto have been provided to Broker for its review and
approval by a qualified registered principal of Broker as
required by Applicable Laws.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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e) Broker shall train, supervise and be solely responsible for the
conduct of its Representatives in their solicitation activities in
connection with the Contracts, and shall supervise
Representatives' strict compliance with applicable laws, rules and
regulations of any governmental or other insurance authorities
that have jurisdiction over insurance contract activities, as well
as the rules and procedures of Company pertaining to the
solicitation, sale and submission of applications for the
Contracts and the provision of services relating to the Contracts.
Broker shall conduct and be solely responsible for background
investigations of its current and proposed new Representatives to
determine their qualifications, good character and moral fitness
to sell the Contracts and will provide the Company with copies of
such investigations upon its request. Likewise, Broker hereby
acknowledges and agrees that it shall be solely liable for the
acts and omissions of its Representatives in the course of
conducting its business.
5) Collection of Payments. To the extent permitted by Applicable Laws,
______________________
only the initial purchase payments for the Contracts may be collected
by Representatives of Broker. All such initial purchase payments
shall be remitted promptly in full (and in no event later than the
time permitted under Applicable Laws or the rules of the NASD),
together with any related application, forms and any other required
documentation to Company or the appropriate Affiliate. The Broker
shall make such remittances in accordance with any and all policies
and procedures described in the Contract, insurance policy,
Prospectus, if appropriate, any collateral documents associated with
such Contracts or as otherwise directed by Company or its Affiliates.
6) Rejection and Return of Contracts. Company and/or its Affiliates
_________________________________
shall have the unconditional right to reject, in whole or in part,
any application for a Contract. If Company and/or its Affiliates
reject an application, Company or its Affiliate, as applicable, shall
promptly return any purchase payments received directly to the
purchaser or to the Broker, and, in the latter case, Broker shall be
responsible for promptly returning such payments to the purchaser. If
any purchaser of a Contract elects to return such Contract pursuant
to any law or contractual provision, any purchase payment made or
such other amount, as the Contract or Applicable Laws shall specify,
shall be returned by Company or its Affiliate to the purchaser or to
the Broker, and, in the latter case, the Broker shall be responsible
for promptly returning such payments to the purchaser. Except as may
otherwise be provided in Exhibits A and/or B, if a purchase payment
is either refunded or returned to the purchaser, no commission shall
be payable to Broker hereunder, and any commission received by Broker
shall be returned promptly to Company or its Affiliates where
applicable. Company and its Affiliates, where applicable, may, at
their option, offset any such amounts against any other amounts due
to Broker as referenced in V(B).
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7) Independent Contractor. With respect to the Contracts, neither
______________________
Broker nor its agents, designees or Representatives is a principal,
underwriter or agent of Company or its Affiliates, or any separate
account of Company or its Affiliates, provided that Broker's
designees, or agent's representatives may be appointed by Company and
its Affiliates for the sale of the Contracts. Nothing contained in
this Agreement shall be construed (a) to create any relationship,
partnership, employment or joint venture between or among Company or
any Affiliate of Company and Broker or its agents or Representatives
other than that of independent contractors, or (b) to alter any
relationship between or among Company or any Affiliate of Company and
Broker or its agents or Representatives that may otherwise exist on
and as of the Effective Date. Except as expressly set forth herein,
each party shall be solely responsible for the respective fees, costs
and expenses incurred in connection with the operation of its business
and the fulfillment of its obligations hereunder. With respect to the
Contracts, neither Broker nor its agents, designees or Representatives
shall (a) hold themselves out to be employees of Company in any
dealings with the public, (b) alter or amend any Contract or form
related to a Contract, (c) adjust or settle any claim or commit
Company with respect thereto, (d) expend or contract for the
expenditure of funds on behalf of Company or its Affiliates, or
(e) assume or create any obligation or responsibility, express or
implied, on behalf of Company or bind Company in any manner except as
expressly permitted hereunder.
8) Promotional Materials. Any material Broker develops, approves or
_____________________
uses for sales, training, explanatory or other purposes in connection
with the solicitation of applications for the Contracts hereunder,
other than generic advertising material which does not make specific
reference to Company, its Affiliates or the Contracts, shall not be
used without the prior written consent of Company.
9) Payment of Commissions. Broker represents and covenants, that to
______________________
the extent required by Applicable Laws, that no commissions, or
portions thereof, or other compensation for the sale of the Contracts,
shall be paid to any person or entity that is not duly licensed and
appointed by Company or its Affiliates as required by Applicable Laws.
Broker shall ensure that Representatives fulfill any training
requirements necessary to be licensed or otherwise qualified to sell
the Contracts.
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10) Contract Disclosures. Neither Broker nor any of its
____________________
Representatives, are authorized by Company or its Affiliates to give
any information or make any representation in connection with this
Agreement or the offering of the Contracts other than those contained
in the Contract, policy, Prospectus, or solicitation material
authorized for use in writing by Company or its Affiliates. Broker
shall not make any representations or give information that is not
contained in the contract, policy, Prospectus or solicitation material
of the Contracts.
11) Instructions by Representative. Broker and Agency shall be solely
______________________________
responsible for the accuracy and propriety of any instruction given or
action taken by a Representative on behalf of an owner or prospective
owner of a Contract. Company shall have no responsibility or liability
for any action taken or omitted by it in good faith in reliance on or
by acceptance of such an instruction or action.
12) Forms. Broker shall use Company forms or prepare any forms
_____
necessary to comply with Applicable Laws or as otherwise required in
connection with the sale of the Contracts, either as an initial
transaction or as a replacement for other insurance or annuity
products, and Broker shall send prepared forms to Company or the
appropriate Affiliate. In the alternative, if such forms are not
required, but information with respect to a transaction or replacement
is required, Broker shall transmit or cause to be transmitted such
information in writing to Company or the appropriate Affiliate. Broker
shall further notify Company or the appropriate Affiliates in writing
when sales of the Contracts are replacement contracts, as defined by
the Company. Such notification shall not be later than the time that
Broker submits applications for such Contracts to Company or the
appropriate Affiliate.
13) Furnishing of Information. To the extent permitted by Applicable
_________________________
Laws, Broker shall furnish Company and any appropriate regulatory
authority with any information, documentation, or reports prepared in
connection with or related to this Agreement which may be requested by
Company or an appropriate regulatory authority in order to ascertain
whether the operations of Company or Broker related to the Contracts
are being conducted in a manner consistent with Applicable Laws.
14) Authority. Broker represents that it has full authority to enter
_________
into this Agreement and that by entering into this Agreement it shall
not impair any other of its contractual obligations.
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15) Insurance Coverage.
__________________
a) Fidelity Bond. Broker shall secure and maintain a fidelity
_____________
bond (including coverage for larceny and embezzlement), issued by a
bonding company acceptable by Company, covering all of its
directors, officers, agents, Representatives, associated persons
and employees who have access to funds of Company or its
Affiliates. This bond shall be maintained at Broker's expense in at
least the amount prescribed under Rule 3020 of the NASD Conduct
Rules and future amendments thereto. Broker shall provide Company
with satisfactory evidence of said bond upon Company's reasonable
request. Broker hereby assigns any proceeds received from a
fidelity bonding company, or other liability coverage, to Company,
for itself or on behalf of its Affiliates, as their interests may
appear, to the extent of its loss due to activities covered by the
bond, policy or other liability coverage.
b) Plan of Insurance. Broker shall maintain in full force and
_________________
effect during the term of this Agreement a plan of insurance, which
may be a plan of self-insurance, which shall provide coverage for
errors and omissions of the Broker, an Agency, representatives and
agents, including Representatives, in such amounts and scope of
coverage as are acceptable to Company in its sole discretion. If
such insurance plan terminates for any reason during the term of
this Agreement, Broker shall immediately notify Company in writing
of such termination. If requested by Company, Broker shall provide
evidence of coverage under an insurance policy satisfactory to
Company, in its sole discretion, showing the amount and scope of
coverage provided.
c) Loss of coverage. The authority of any Representative to
________________
solicit and procure Contracts hereunder shall terminate
automatically upon the termination of such Representative's
coverage under the Broker's fidelity bond or plan of insurance
referred to in subsections (a) and (b) above.
d) Company's Interest. All policies of liability insurance
__________________
maintained hereunder shall name Company as an additional insured.
All policies of insurance maintained hereunder shall contain a
clause providing that such policies may not be cancelled, reduced
in coverage or otherwise modified without at least thirty (30) days
prior written notice to Company, except for failure to pay any
premium, in which case said policy of insurance shall provide for
at least ten (10) days prior written notice prior to said policy
being cancelled or otherwise modified. Broker shall upon the
request of Company at any time furnish to Company updated
certificates or other evidence of insurance acceptable to Company,
in its reasonable discretion.
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16) Agency Distribution of Variable Contracts. In such cases in which
_________________________________________
Broker intends to distribute the Variable Contracts in association
with an Agency, Broker further makes the following representations on
its behalf and on behalf of that Agency:
a) Broker shall operate and be responsible for all securities-related
services arising from the offer, sale and/or servicing by
Representatives of the Variable Contracts;
b) Agency shall engage in the offer or sale of Variable Contracts
only through persons who are Representatives of the Broker.
Unregistered employees, agents or others shall not engage in any
securities activities or receive any compensation based on
transactions in securities or the provision of securities advice;
c) Broker shall be responsible for the education, training,
supervision and control of its Representatives, as required under
the 1934 Act and other Applicable Laws, including, but not limited
to, principal review, approval of all sales literature and
advertisements, periodic compliance audits and maintaining the
ability to appoint and terminate registered persons;
d) Representatives shall be licensed under the insurance laws of the
states in which they do business and shall be appointed agents by
Agency for which the Representatives may solicit applications in
connection with the offer and sale of Variable Contracts;
e) Broker and/or Agency, as applicable, shall maintain the books and
records relating to the sale of Variable Contracts and the receipt
and disbursement of insurance commissions and fees thereon. Such
books and records shall be maintained and preserved in conformity
with the requirements of Section 17(a) of the 1934 Act and the
Rules thereunder, to the extent applicable, and shall at all times
be compiled and maintained in a manner that permits inspection by
supervisory personnel of the Broker, the SEC, the NASD and other
appropriate regulatory authorities; and
f) All premiums derived from the sale of the Variable Contracts shall
be made payable to and sent directly to Company or the appropriate
Affiliate, or shall be sent by purchasers to the Broker for timely
forwarding to Company or the appropriate Affiliate. Agency shall
not receive, accumulate or maintain custody of premium payments.
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17) Agency Distribution of Fixed Contracts. In cases in which Broker
______________________________________
intends to distribute Fixed Contracts through an Agency, before a
subagent is permitted to solicit Contracts, Broker or that Agency
shall have entered into a written agreement with the subagent pursuant
to which the subagent: (a) is authorized to deliver policies only upon
the payment to Company or the appropriate Affiliate, or Broker of the
premiums due thereon and upon compliance with the terms, conditions
and provisions of such policies; (b) shall promptly remit to the
Broker or the Agency all funds collected on Company's or its
Affiliates' behalf; (c) shall otherwise act only pursuant to the
limited authority granted to that Agency hereunder and shall comply
with all of the duties and obligations of the Broker hereunder and the
rules of Company or its Affiliates; and (d) agrees to Company's right
to offset from any compensation due the subagent any indebtedness due
from the subagent to Company or its Affiliates and to chargeback
compensation under Company's or its Affiliates' rules. The Broker
shall promptly remit to Company all funds collected on behalf of
Company or its Affiliates.
18) Policies and Procedures. Broker shall comply with the policies and
_______________________
procedures of Company and its Affiliates with respect to the
solicitation, sales and administration of the Contracts and services
that Broker and Representatives are authorized to sell and service
under this Agreement, including, but not limited to, privacy policies
and procedures, as set forth in this Agreement, as they may be
amended, modified and/or replaced, and as they may be provided to
Broker by Company or its Affiliates from time to time.
19) Prohibited Solicitation With Policyholders. For a period of 12
__________________________________________
months after termination of this Agreement, Broker shall not, and
Broker shall take all steps necessary to ensure that its
Representatives and any Agency shall not, directly or indirectly,
contact the policyholders of Company or its Affiliates for the purpose
of inducing any such policyholders to lapse, cancel, fail to renew or
replace any Contract. If Company, in its sole discretion, determines
that Broker, its Representatives or an Agency has engaged in such
prohibited activity, then Company shall have the right to declare the
Broker's or the Agency's claims for compensation or any other benefit
under this Agreement to be forfeited and void. Company, on behalf of
itself and its Affiliates, may also pursue all remedies, whether at
law or in equity, including injunctive relief and/or damages, to
assure compliance with the covenants in this section and shall, if
successful, be entitled to recover from Broker or an Agency all costs
and expenses incurred in pursuing such remedies, including reasonable
attorneys' fees, court costs and expenses.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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20) Market Timing. Broker shall not, and Broker shall take all steps
_____________
necessary to ensure that its Representatives and any Agency shall not,
(a) solicit, offer or sell Variable Contracts in connection with or to
facilitate any program, plan or arrangement involving market timing
transactions in underlying mutual funds within Variable Contracts, or
(b) take any other actions that would promote, encourage or facilitate
market timing transactions in the underlying mutual funds within
Variable Contracts. Notwithstanding the foregoing, Broker and its
Representatives may provide incidental services in the form of
guidance to applicants and owners of Variable Contracts regarding the
allocation of premium and Variable Contract value, provided that such
services are (a) solely incidental to Broker's activities in
connection with the sales of the Variable Contracts, (b) subject to
the supervision and control of Broker, (c) furnished in accordance
with any rules and procedures that may be prescribed by Company, and
(d) not promoting, encouraging or facilitating market timing
transactions in the underlying mutual funds within Variable Contracts.
III. PRINCIPLES OF ETHICAL MARKET CONDUCT
____________________________________
As a member of the Insurance Marketplace Standards Association ("IMSA"),
Company expects that the Broker, Representatives, Agency and its subagents
shall abide by the principles of ethical market conduct set forth by IMSA in
connection with all Contracts sold pursuant to this Agreement. Broker shall
furnish information, documentation and reports to Company as Company may
reasonably request to permit Company to ascertain whether Broker is
conducting its operations in accordance with the principles of ethical
market conduct as set forth in this Section III.
IV. COMPLIANCE WITH APPLICABLE LAWS
_______________________________
Company and Broker shall comply with all applicable state and federal
statutes, laws, rules and regulations, including without limitation, state
insurance laws, rules and regulations, and federal and state securities
laws, rules and regulations ("Applicable Laws"). Applicable Laws include,
without limitation, applicable rulings of federal and state regulatory
organizations, agencies and self regulatory agencies (e.g. state insurance
departments, the SEC, the NASD), consumer privacy laws, HIPAA and any other
state or federal laws, rules or regulations and decisions, orders and
rulings of state and federal regulatory agencies that are now or may
hereafter become applicable to the parties hereto and the transactions that
are the subject of this Agreement. The compliance obligations, also
includes, but are not limited to the following:
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 15 of 36
A. ANTI-MONEY LAUNDERING. Company and Broker shall comply with all
_____________________
applicable anti-money laundering laws, regulations, rules and government
guidance, including the reporting, record keeping and compliance
requirements of the Bank Secrecy Act ("BSA"), as amended by The
International Money Laundering Abatement and Financial Anti-Terrorism
Act of 2002, Title III of the USA PATRIOT Act (the "Patriot Act"), its
implementing regulations, and related SEC and Self-Regulatory
Organization rules. These requirements include requirements to identify
and report currency transactions and suspicious activity, to implement a
customer identification program to verify the identity of customers and
to implement an anti-money laundering compliance program. As required by
the Patriot Act, Broker certifies that it has a comprehensive anti-money
laundering compliance program that includes policies, procedures and
internal controls for complying with the BSA; policies, procedures and
internal controls for identifying, evaluating and reporting suspicious
activity; a designated compliance officer or officers; training for
appropriate employees; and an independent audit function.
B. CUSTOMER IDENTIFICATION PROGRAM. Broker certifies, and shall certify
_______________________________
to Company or its Affiliates, where applicable, annually hereafter, that
it has established and implemented a customer identification program, in
compliance with Applicable Laws, as part of its anti-money laundering
compliance program that, at a minimum, requires: (i) the verification of
the identity of any customer seeking to open an account; (ii) the
retention of a record of the information used to verify each customer's
identity; and (iii) the determination, within a reasonable time before
or after the account is opened, as to whether the customer appears on
any lists of known or suspected terrorists or terrorist organizations as
provided to it by any government agency. Broker shall verify the
identity of each customer that it introduces to Company, whether through
documentary or non-documentary means, and hereby acknowledges that
Company shall rely upon such verification, as prescribed by the
regulations promulgated under Section 326 of the Patriot Act in
accordance with the safe-harbor provided in Section 103.122(b)(6) of the
regulations under the Patriot Act.
C. INSURANCE REPLACEMENT. Broker certifies on behalf of itself, its
_____________________
Representatives and an Agency that it shall adhere to all applicable
SEC, NASD, federal and state statutes, laws, rules and regulations
regarding insurance replacement before it receives or solicits any
applications for Contracts.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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V. COMPENSATION
____________
A. PAYMENT UNDER COMPENSATION SCHEDULES. Company shall pay Broker or an
____________________________________
Agency, as applicable, compensation for the sale of each Contract sold
by a Representative of Broker as set forth in the then applicable
Compensation Schedules that are part of Exhibits A and B, as such
Compensation Schedules may be from time to time amended, modified and/or
replaced in Company's sole discretion. Company shall use commercially
reasonable efforts to provide prior notice of changes to the
Compensation Schedules. Company shall identify to Broker or an Agency,
as applicable, with each such payment the name or names of the
Representative(s) of Broker who solicited each Contract covered by the
payment. Broker or an Agency, as applicable, shall be responsible for
issuing checks, statements or forms for tax purposes and other
administrative duties connected with compensation of such
Representatives. Unless otherwise agreed upon by the parties, Company
shall have no obligation to any of the employees, agents or
Representatives of Broker or an Agency for the payment of any
compensation. Any amendment to Exhibits A or B shall be applicable to
any Contract for which any application or premium is received by Company
on or after the effective date of such amendment. Company, however,
reserves the right to amend (i) Exhibits A and/or B with respect to
subsequent premiums and renewal commissions, and (ii) such Exhibits
pursuant to this subsection even after termination of this Agreement.
B. OFFSET. Company may at any time offset against any compensation
______
payable to (1) Broker, an Agency or their respective successors or
assigns, any indebtedness however or wherever incurred due from the
Broker or an Agency to Company or its Affiliates, and (2) the subagents
of any Agency or their successors or assigns any indebtedness however or
wherever incurred due from Broker, an Agency or a subagent to Company or
its Affiliates. Nothing contained herein shall be construed as giving
Broker, an Agency or Representative the right to incur any indebtedness
on behalf of Company or its Affiliates. Company shall have, and is
hereby granted, a first lien on any and all compensation payable under
this Agreement as security for the payment of any and all remaining
indebtedness of Broker to Company or its Affiliates arising under this
Agreement and not offset as provided herein. The right of Broker, or any
person claiming through Broker, to receive any compensation provided by
this Agreement shall be subordinate to the right of Company to offset
such compensation against any such indebtedness of the Broker, an
Agency, a subagent or a Representative to Company or its Affiliates.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 17 of 36
C. NO WITHHOLDING OF PREMIUMS. Neither Broker nor any of its
__________________________
Representatives shall withhold or deduct any part of any premium or
other purchase payment it shall receive with respect to the Contracts
covered by this Agreement for purposes of payment of compensation or
otherwise.
D. COMPENSATION NOT PAYABLE. No compensation shall be payable, and any
________________________
compensation already paid shall be returned to Company immediately on
request, under each of the following conditions:
1) if Company or its Affiliates, in their sole discretion, determine
not to issue the Contract applied for;
2) if Company or its Affiliates refund the premium paid by the
applicant, upon the exercise of applicant's right of withdrawal
pursuant to any "free-look" privilege;
3) if Company or its Affiliates refund the premium paid by applicant
as a result of the resolution of a consumer complaint,
recognizing that Company and its Affiliates have sole discretion
to refund premiums paid by applicants; or
4) if Company or its Affiliates determine that any person signing an
application who is required to be registered and/or licensed or
any other person or entity receiving compensation for soliciting
purchases of the Contracts is not duly registered and/or licensed
to sell the Contracts in the jurisdiction of such attempted sale.
E. COMPENSATION AND TERMINATION OF AGREEMENT. Company shall pay the
_________________________________________
compensation to Broker or an Agency, as applicable, for Contracts
credited prior to the termination date of this Agreement, as set forth
in the then applicable Compensation Schedules that are part of Exhibits
A and B. Such compensation shall be payable when the premium is due and
paid to Company, subject to the provisions of this Agreement and the
then applicable Compensation Schedule.
F. COMPANY PAYMENT OF COMPENSATION; DISCHARGE OF OBLIGATION. Broker, on
________________________________________________________
its behalf and on behalf of each Agency, hereby agrees and acknowledges
that compensation attributable to the sale of any Contract issued by an
Affiliate of Company may be payable directly by Company, in its
discretion, to Broker or an Agency, where permitted, and not by the
Affiliate. Broker, on its behalf and on behalf of each Agency, further
agrees and acknowledges that such payment of compensation by Company
attributable to the sale of such Contracts shall constitute a complete
discharge of the obligation to pay
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 18 of 36
compensation by the Affiliate issuer under this Agreement. Such payment
of compensation shall not affect the right of offset or chargeback as
referred to in Sections V(B) and V(D) of this Agreement, or such other
compensation rules as may be set forth in this Agreement, the
Compensation Schedules or the rules of Company or its Affiliates.
G. VIOLATION OF APPLICABLE LAWS. Company shall not be obligated to pay
____________________________
any compensation that would violate any Applicable Laws of any
jurisdiction, anything in this Agreement notwithstanding.
H. EXPENSES. Unless otherwise agreed to by Company, Broker, either
________
directly or by reimbursing Company on request, shall pay for expenses
incurred by such Broker in connection with the solicitation, offer and
sale of the Contracts.
I. REPLACEMENTS. In addition to the conditions and limitations elsewhere
____________
contained in this Agreement and the Compensation Schedules, no first
year commission shall be payable on replacements or switches of any
Contract with another Contract, which are undisclosed, and which
otherwise requires disclosure by Applicable Laws or Company's or its
Affiliates' rules on replacement transactions. Specific replacement or
switching rules of each applicable Affiliate are described on Exhibit C
which is attached hereto and incorporated herein by reference, which
Exhibit may be from time to time amended, modified and/or replaced in
Company's sole discretion.
J. CONFLICT. In the event that anything contained in this Section V
________
conflicts with the terms of the compensation described in the
Compensation Schedules, the terms contained in the applicable
Compensation Schedules shall prevail.
VI. COMPLAINTS AND INVESTIGATIONS
_____________________________
A. CUSTOMER COMPLAINTS. Both the Broker and Company shall investigate
___________________
any customer complaint in connection with the Contracts. The term
"customer complaint" shall mean an oral or written communication either
directly from the purchaser of or applicant for a Contract covered by
this Agreement or his legal representative, or indirectly from a
regulatory agency to which he or his legal representative has expressed
a grievance.
B. COOPERATION. Broker and Company shall cooperate fully in any
___________
regulatory investigation or proceeding or judicial proceeding arising in
connection with the offer, sale and/or servicing of the
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 19 of 36
Contracts. This cooperation shall include, but is not limited to, each
party promptly to the other of the receipt of notice of any such
investigation or proceeding, and forwarding to the other a copy of any
written materials in connection with the matter and such additional
information as may be necessary to furnish a complete understanding of
same. In the case of a customer complaint, Broker and Company shall
promptly refer such complaint to the other party for handling where
appropriate and provide the other party with customer complaint
information and documentation upon request.
C. RIGHT TO SETTLE. Company reserves the right to settle on behalf of
_______________
itself, and on behalf of itself and Broker collectively, if Broker
agrees, any claims, complaints or grievances made by applicants,
policyholders or others in connection with the Contracts, and concerning
any conduct, act or omission by the Broker or its agents or
Representatives with respect to the Contracts or any transactions
arising out of this Agreement. If Broker does not agree to a collective
settlement with Company and Company, on behalf of itself, settles the
matter, Broker shall indemnify, defend and hold harmless Company from
any and all claims, complaints or grievances made by Broker or any
applicant, policyholder or other person or entity made in connection
with such matter.
VII. RECORDS AND ADMINISTRATION
__________________________
A. DELIVERY OF CONTRACTS. Unless otherwise requested by Broker and
_____________________
agreed to by Company, once a Contract has been issued, it shall be
delivered to Broker and, after being reviewed by Broker, shall be timely
delivered by Broker to the purchaser, accompanied by any documents
required to be delivered by Applicable Laws and any additional documents
deemed appropriate. Company shall confirm or cause to be confirmed to
customers all Contract transactions, to the extent required by
Applicable Laws, and shall administer the Contracts after they have been
delivered, but may from time to time require assistance from Broker.
Consistent with its administrative procedures, Company shall assume, and
shall rely on the assumption, that a Contract it, or its Affiliates,
issues shall be promptly delivered by Broker to the purchaser of such
Contract. As a result, if a purchaser exercises a "free look" right
under such Contract, Broker shall indemnify Company for any loss Company
incurs resulting from Broker's failure promptly to deliver such Contract
to its purchaser.
B. BOOKS AND RECORDS. Broker shall maintain all books and records as
_________________
required by Rules 17a-3 and 17a-4 under the 1934 Act, as such rules may
be amended, succeeded or replaced, except to the extent that Company may
agree to maintain any such records on Broker's behalf. Records subject
to any such agreement shall be maintained by Company as agent for Broker
in compliance with said rules, and such
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 20 of 36
records shall be and remain the property of Broker and be at all times
subject to inspection by the SEC in accordance with Section 17(a) of the
1934 Act. Nothing contained herein shall be construed to affect
Company's or its Affiliates' right to ownership and control of all
pertinent records and documents pertaining to its business operations
including, without limitation, its operations relating to the Contracts,
which right is hereby recognized and affirmed. Company and Broker shall
each retain all records related to this Agreement as required by the
1934 Act, and the rules and regulations thereunder, and by any other
Applicable Laws, as Confidential Information as described in Section
VIII(D) of this Agreement, and neither party shall reveal or disclose
such Confidential Information to any third party unless such disclosure
is authorized by the party affected thereby or unless such disclosure is
expressly required by applicable federal or state regulatory
authorities. Nothing contained herein, however, shall be deemed to
interfere with any document, record or other information which, by law,
is a matter of public record.
VIII. PRIVACY INFORMATION
___________________
A. PROPRIETARY INFORMATION
_______________________
Any and all account records developed by Company or its Affiliates,
or provided to Company or its Affiliates by Broker or Broker's
Affiliates, including but not limited to customer files, sales aids,
computer software, customer names, addresses, telephone numbers and
related paperwork, literature, authorizations, manuals and supplies of
every kind and nature relating to the Contracts and the servicing of the
Contracts are and shall remain the property of Company or its
Affiliates. Such proprietary information and materials shall be treated
as Nonpublic Personal Information and/or Confidential Information (as
hereafter defined in Section VIII(D)), as appropriate, pursuant to
Sections VIII(A), (B), (C) and (D) of this Agreement.
Except as otherwise required by Applicable Laws, any and all
proprietary information and material developed and provided by Company
and its Affiliates shall be returned to Company (including all copies
made by the Broker or its Affiliates) upon termination of this
Agreement. Any materials developed by the Broker or its Affiliates in
support of the marketing, sales, advertising or training related to
Company or its Contracts shall be destroyed upon the termination of this
Agreement.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 21 of 36
B. RECEIPT OF CUSTOMER NONPUBLIC PERSONAL INFORMATION BY COMPANY FROM BROKER
_________________________________________________________________________
1) Confidentiality. Company and its Affiliates shall treat all Nonpublic
_______________
Personal Information regarding Broker's customers provided to it by
Broker under this Agreement as Confidential Information, except that
such provisions shall not apply to such information regarding
customers of Broker who were, are or become policyholders or
customers of Company or any of its Affiliates other than by reason of
the services provided by Broker under this Agreement.
2) Right to Disclose. Notwithstanding the foregoing, Company and its
_________________
Affiliates shall have the right to use or disclose such Nonpublic
Personal Information: (a) to the full extent required to comply with
Applicable Laws or requests of regulators; (b) as necessary in
connection with any of Company's or its Affiliates' audit, legal,
compliance or accounting procedures; (c) as necessary or permitted by
Applicable Laws in the ordinary course of business (for example to
administer Contracts and provide customer service to purchasers of
Contracts under this Agreement); (d) as authorized by such customer;
or (e) to protect against or prevent fraud.
3) Offering Products Outside Agreement. Company and its Affiliates may
___________________________________
market, offer, sell or distribute insurance products, including, but
not limited to, the Contracts, or any of their other products and
related services, outside of this Agreement to customers of Broker
provided they do not use Nonpublic Personal Information regarding
Broker's customers provided by Broker to specifically target those
customers, and such marketing, offering, selling or distributing by
Company and its Affiliates of insurance (including but not limited to
the Contracts) or any of their other products or services shall not
be subject to the terms of this Agreement.
C. TREATMENT OF NONPUBLIC PERSONAL INFORMATION DISCLOSED BY COMPANY TO BROKER
__________________________________________________________________________
Broker shall treat Nonpublic Personal Information regarding Broker's
customers provided to it by Company or its Affiliates under this
Agreement as Confidential Information and shall use such information only
to solicit sales of and to provide service with respect to Contracts sold
pursuant to this Agreement. Notwithstanding the foregoing, Broker shall
have the right to use or disclose Nonpublic Personal Information provided
to it by Company or its Affiliates to the extent permitted by Applicable
Laws and Company's or its Affiliates' privacy policy(ies) (for example,
to comply with Applicable Laws or requests of regulators) in connection
with Broker's audit procedures, as authorized by such customers or to
protect against or prevent fraud.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
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D. CONFIDENTIAL INFORMATION
________________________
1) Disclosure of Confidential Information. Company and Broker and their
______________________________________
respective Affiliates shall maintain the confidentiality of
Confidential Information disclosed by either party to the other party
under the terms of this Agreement and shall use such Confidential
Information solely for the purposes contemplated by this Agreement.
Except as otherwise provided in Sections VIII(A), VIII(B) and
VIII(C), neither Company, nor Broker and their respective Affiliates
shall disclose any Confidential Information that is covered by this
Agreement to any person or entity other than to their respective
employees, representatives or agents who need to know such
Confidential Information for the performance of their work, unless
authorized in writing by the affected party or if expressly required
under the terms of a valid subpoena or order issued by a court of
competent jurisdiction or regulatory body or Applicable Laws.
"Confidential Information" means: (a) any information that this
Agreement specifies shall be treated as "Confidential Information"
under this Section VIII; (b) Nonpublic Personal Information;
(c) information required to be treated as confidential under
Applicable Laws; and (d) any information of Broker and its Affiliates
that is disclosed by Broker or its Affiliates to Company or its
Affiliates through the course of business during the term of this
Agreement, or any information of Company and its Affiliates that is
disclosed by Company or its Affiliates to Broker or its Affiliates
through the course of business during the term of this Agreement,
including but not limited to, new products, marketing strategies and
materials, development plans, customer information, client lists,
pricing information, rates and values, financial information and
computer systems, in each such case if such information is clearly
identified as and marked "CONFIDENTIAL" by the disclosing party.
Notwithstanding the foregoing, "Confidential Information" does not
include (a) information which is now generally available in the
public domain or which in the future enters the public domain through
no fault of the receiving party; (b) information that is disclosed to
the receiving party by a third party without violation by such third
party of an independent obligation of confidentiality of which the
receiving party is aware; or (c) information that the disclosing
party consents in writing that the receiving party may disclose.
2) Right to Disclose; No Liability. The disclosing party warrants that
_______________________________
it has the right to provide access to, disclose and use the
Confidential Information to be provided hereunder. The receiving
party shall not be liable to the disclosing party for:
a) inadvertent use, publication, or dissemination of the
Confidential Information received hereunder provided that: (i) it
uses the same degree of care in safeguarding such information as
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 23 of 36
it uses for its own information of like importance; (ii) it has
complied with Applicable Laws; and (iii) upon discovery of such,
it shall take steps to prevent any further inadvertent use,
publication or dissemination; or
b) unauthorized use, publication or dissemination of the
Confidential Information received hereunder by persons who are or
have been in its employ unless it fails to safeguard such
information with the same degree of care as it uses for its own
proprietary information of like importance and provided that the
receiving party uses such Confidential Information in accordance
with Applicable Laws.
3) Independent Development. Any similarity between the Confidential
_______________________
Information and any other information, regardless of medium, whether
oral or written, as well as contracts and/or services acquired from
third parties or developed by the receiving party, or Affiliates
independently through its or their own efforts, thought, labor and
ingenuity, in each case without violating the provisions hereof,
shall not constitute any violation of this Agreement and shall not
subject the receiving party to any liability whatsoever.
4) No Representation. Neither the disclosing party nor any of its
_________________
employees, representatives or designees has made or makes any
representation or warranty as to the accuracy or completeness of the
Confidential Information, including but not limited to, any
promotional, sales or advertising material provided or approved by
Company or its Affiliates to be used by Broker.
E. PROTECTED HEALTH INFORMATION OR PHI
___________________________________
To the extent that Broker or its Affiliates or their respective
Representatives receive, create, have access to or use PHI, regarding
individuals who are applicants for, owners of or eligible for benefits
under certain health insurance products and optional riders offered by
or through Company or any of its Affiliates, in accordance with the
requirements of HIPAA, Broker shall:
1) Not use or disclose PHI except (a) to perform functions, activities
or services for, or on behalf of, Company or its Affiliates as
specified in this Agreement and consistent with Applicable Laws, or
(b) to the extent that such use or disclosure is required by
Applicable Laws. Any such use or disclosure shall be limited to that
required to perform such services or to that required by relevant law;
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 24 of 36
2) Use appropriate safeguards to prevent use or disclosure of PHI other
than as permitted by this Agreement;
3) Promptly report to Company any use or disclosure of PHI not permitted
by this Agreement of which Broker becomes aware and mitigate any
harmful effect of any use or disclosure that is made by Broker or its
Representatives in violation of the requirements of this Agreement;
4) Ensure that any third party with whom Broker contracts or who is
hired by Broker and who may, under that arrangement, receive or have
access to PHI agrees to the same restrictions and conditions that
apply to Broker with respect to PHI under this Agreement;
5) Within 15 days of Company's request, provide Company with any PHI or
information relating to PHI as deemed necessary by Company to provide
individuals with access to, amendment of and an accounting of
disclosures of their PHI;
6) Make Broker's records relating to use or disclosure of PHI available
to the Secretary of the United States Department of Health and Human
Services at his request to determine Company's, or one of its
Affiliate's, compliance with HIPAA; and
7) Upon termination of this Agreement and in accordance with Company's
instructions, either return or destroy all PHI Broker maintains in
any form, and retain no copies. If Company agrees that such return or
destruction is not feasible, Broker shall extend these protections to
the PHI beyond the termination of the Agreement, in which case any
further use or disclosure of the PHI shall be solely for the purposes
that make return or destruction infeasible. Destruction without
retention of copies is deemed not feasible if prohibited by the terms
of the Agreement or by Applicable Laws, including record retention
requirements of the various applicable state insurance laws.
IX. INDEMNIFICATION
_______________
A. INDEMNIFICATION PROVISIONS The following indemnification provisions
__________________________
shall apply:
1) Company Indemnification. Company shall indemnify, defend and hold
_______________________
harmless Broker from any and all losses, claims, judgments, fines,
penalties, damages, liabilities or amounts paid in a settlement
consented to by the Company (or any actions or threatened actions in
respect of any of the foregoing) (collectively, the "Claims"), to
which Broker may become subject, insofar as such Claims: (a) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Prospectus,
Registration Statements or any other sales or offering materials
furnished or approved in writing by Company for any of the Contracts;
or (b) arise out of or result from any breach of any representation
or warranty, covenant, agreement obligation or undertaking in this
Agreement by Company or by any person or entity acting on behalf of
or under the control of Company. Company shall further reimburse
Broker for any legal fees or other
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 25 of 36
expenses actually and reasonably incurred by it in connection with
investigating, defending, being a witness in or participating in
(including an appeal) any Claim for which indemnification is provided
hereunder. Notwithstanding anything contained herein to the contrary,
Company shall not indemnify, defend or hold harmless Broker against
any Claim: (a) to the extent that any such Claim arises out of or is
based upon an untrue statement or alleged untrue statement or
omission or alleged omission made by Broker or any of its Affiliates
or any of their respective agents, Representatives, officers,
directors or employees when referring to or explaining a Prospectus,
Registration Statement or any other sales or offering materials;
(b) where an applicant for any of the Contracts was not furnished or
sent or given, at or prior to written confirmation of the sale of a
Contract, a copy of the appropriate Prospectus(es), any statement of
additional information, if required or requested, and any supplements
or amendments to either furnished to Broker by Company or its
Affiliates; or (c) if a judgment or other final adjudication adverse
to the Broker establishes that Broker's acts were committed in bad
faith, were the result of active and deliberate dishonesty, were the
result of willful misconduct or gross negligence, or the Broker
gained, in fact, a financial profit or other advantage to which
Broker was not legally entitled. The foregoing indemnities shall,
upon the same terms and conditions, extend to and inure to the
benefit of each director, trustee, officer, agent and employee of
Broker and any of its Affiliates, and the foregoing exclusions from
indemnification shall, upon the same terms and conditions, extend to
and inure to the benefit of each director, trustee, officer, agent
and employee of Company and any of its Affiliates.
2) Broker Indemnification. Broker shall indemnify, defend and hold
______________________
harmless Company and its Affiliates against any Claims to which
Company or its Affiliates may become subject, insofar as such Claims:
(a) result from Company improperly paying any compensation under this
Agreement; (b) arise out of or are based upon any negligent,
improper, fraudulent or unauthorized acts or omissions by Broker, its
employees, agents, trustees, Representatives, officers or directors,
including but not limited to improper or unlawful sales practices,
any untrue statement or alleged untrue statement of any material
fact, any omission or alleged omission, any unauthorized use of sales
materials or advertisements and any oral or written
misrepresentations; or (c) arise out of or result from any breach of
any representation or warranty, covenant, agreement, obligation or
undertaking in this Agreement by Broker, its Representatives, or by
any other person or entity acting on behalf of or under the control
of Broker. Broker shall further reimburse Company and its Affiliates
for any legal fees or other expenses actually and reasonably incurred
by them in connection with investigating, defending, being witness in
or participating in (including an appeal)
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 26 of 36
any Claim for which indemnification is provided hereunder.
Notwithstanding anything contained herein to the contrary, Broker
shall not indemnify, defend or hold harmless Company and its
Affiliates if an improper payment of any compensation under this
Agreement or a judgment or other final adjudication adverse to
Company or its Affiliates establishes that Company 's or its
Affiliates' acts were committed in bad faith, were the result of
active and deliberate dishonesty, were the result of willful
misconduct or gross negligence, or Company or its Affiliates gained,
in fact, a financial profit or other advantage to which Company or
its Affiliates were not legally entitled. The foregoing indemnities
shall, upon the same terms and conditions, extend to and inure to the
benefit of each director, trustee, officer, agent and employee of
Company and its Affiliates, and the foregoing exclusions from
indemnification shall, upon the same terms and conditions, extend to
and inure to the benefit of each director, trustee, officer, agent
and employee of Broker and its Affiliates.
B. NOTICE Promptly after receipt by an indemnified party (the
______
"Indemnitee") of notice of the commencement of any action, such
Indemnitee shall, if a Claim in respect thereof is to be made against
the indemnifying party (the "Indemnitor"), notify the Indemnitor in
writing of the commencement thereof; but the omission to notify the
Indemnitor shall not relieve the Indemnitor from any liability which the
Indemnitor may otherwise have to any Indemnitee.
C. PARTIAL INDEMNIFICATION In the event a party is entitled to
_______________________
indemnification under this Agreement for some or a portion of Claims,
but not, however, for all of the total amount thereof (as finally
determined in an action for which indemnification is permitted
hereunder), then the Indemnitor shall indemnify the Indemnitee for the
portion thereof to which the Indemnitee is entitled.
D. CONDUCT OF DEFENSE With respect to any Claim as to which an
__________________
Indemnitee notifies an Indemnitor of the commencement thereof:
1) Participation. Indemnitee shall be entitled to participate
_____________
therein at the Indemnitee's own expense; and
2) Assumption of Defense. Except as otherwise provided below, to
_____________________
the extent that the Indemnitor may wish, Indemnitor shall be entitled to
assume the defense thereof, with counsel selected by Indemnitor. After
notice from Indemnitor to Indemnitee of the Indemnitor's election to
assume the defense thereof, Indemnitor shall not be liable to Indemnitee
under this Agreement for any legal or
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 27 of 36
other expenses subsequently incurred by Indemnitee in connection with
the defense thereof except as otherwise provided below. Indemnitee shall
have the right to employ Indemnitee's own counsel in matters giving rise
to such Claim, but the fees and expenses of such counsel incurred after
notice from Indemnitee of its assumption of the defense thereof shall be
at the expense of Indemnitee unless (a) the employment of counsel by
Indemnitee has been authorized by Indemnitor in writing,
(b) Indemnitee's counsel shall have reasonably concluded that there may
likely be a conflict of interest between Indemnitor and Indemnitee in
the conduct of the defense of matters giving rise to such Claim, or
(c) Indemnitor shall not in fact have employed counsel to assume the
defense of such Claim, in each of which cases the fees and expenses of
counsel shall be at the expense of Indemnitor. Indemnitor shall not be
entitled to assume the defense of any Claim brought by or on behalf of
Indemnitor; and
3) Settlement. Indemnitor shall not be liable to indemnify
__________
Indemnitee under this Agreement for any amounts paid in settlement of
any Claim effected without Indemnitor's written consent. Indemnitor
shall not settle any Claim in any manner which would impose any penalty
or limitation on Indemnitee without Indemnitee's written consent.
Indemnitee shall not unreasonably delay or withhold its consent to any
proposed settlement.
E. SUBROGATION In the event of any indemnification payment under this
___________
Agreement, Indemnitor shall be subrogated to the extent of such payment
to all the rights of recovery of Indemnitee, who shall execute all
papers required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to
enable Indemnitor to effectively bring suit to enforce such rights.
F. RECEIPT OF PAYMENT Anything to the contrary notwithstanding,
__________________
Indemnitor shall not be liable under this Agreement to make any payment
in connection with any Claim made against Indemnitee to the extent
Indemnitee has otherwise actually received payment of the amounts
otherwise indemnifiable hereunder.
G. PROVISIONS NOT TO CONTROL Notwithstanding anything in this Section IX
_________________________
to the contrary, the terms and provisions of Section VI(C) shall control
in the event of any conflict or alleged conflict with this Section IX.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 28 of 36
X. GENERAL PROVISIONS
__________________
A. TERM AND TERMINATION
____________________
1) Term. This Agreement shall continue in force for a term of one
____
year from the Effective Date and thereafter shall automatically be
renewed each year for a further one-year period, unless otherwise
terminated pursuant to Section X(A)(2) of this Agreement.
2) Termination. This Agreement shall terminate immediately upon
___________
(a) Company or Broker ceasing to be a registered broker-dealer or a
member of the NASD or, (b) the termination of the legal existence of
Broker or an Agency, or the merger, consolidation, reorganization,
dissolution, receivership or bankruptcy of either, or whenever the
Broker or an Agency is no longer licensed under Applicable Laws to
solicit and procure applications for Contracts, unless that Broker or
Agency notifies the Company in writing at least thirty (30) days'
prior to the occurrence of any of the above events and obtains
written permission to continue on a basis approved by the Company or,
(c) Company or Broker unilaterally terminating this Agreement with or
without cause upon thirty (30) days' prior notice of termination to
the other party.
3) Continuing Obligations. Upon termination of this Agreement, all
______________________
agreements, authorizations, rights and obligations shall cease except
(a) those contained in Sections II(B)(19), V(A), VI, VIII, IX, X(D),
X(E), X(F), X(J), X(K), and X(S) hereof; and (b) the obligation to
settle accounts hereunder. Except with respect to records required to
be maintained by Broker pursuant to Rules 17a-3 and 17a-4 under the
1934 Act or other Applicable Laws, Broker shall return to Company,
within 30 days after the effective date of termination, any and all
records in its possession which have been specifically maintained in
connection with Company's operations related to the Contracts.
B. ASSIGNABILITY
_____________
This Agreement shall not be assigned by either party without the
written consent of the other; provided, however, that Company may assign
this Agreement to any of its Affiliates at any time without notice or
consent. Any purported assignment in violation of this Section shall be
void.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 29 of 36
C. AMENDMENTS
__________
No oral promises or representations shall be binding nor shall this
Agreement be modified except by an agreement in writing that expressly
refers to this Agreement and that has been executed on behalf of the
parties by a duly authorized officer of each of them. Notwithstanding
the foregoing, Company has the right to amend, modify and /or replace
Exhibits A and/or B at any time, to be effective as Company may direct,
in its sole discretion and without prior notice.
D. NOTICES
_______
Any notice or consent required by this Agreement shall be in writing
and either (i) mailed by certified or registered mail, postage-prepaid,
return receipt requested, or (ii) sent by telefacsimile transmission and
followed by delivery via First Class U.S. mail, to such party at its
address and facsimile number set forth on the signature page below or to
such other address and/or facsimile number as such party may designate
by notice given in accordance herewith. Such notices or consents shall
be deemed duly delivered upon the date earlier of (i) two (2) Business
Days after having been deposited in the United States mail as
hereinbefore set forth, or (ii) upon sender's production of electronic
confirmation of transmission by telefacsimile. As used herein, the term
"Business Day" means each day of the week other than Saturdays, Sundays
or federal legal holidays.
E. ARBITRATION
___________
1) When Arbitration Required. All disputes and differences between the
_________________________
parties, other than those seeking injunctive relief or a restraining
order under this Agreement must be decided by arbitration, in
accordance with the rules of arbitration of the NASD, regardless of
the insolvency of either party, unless the conservator, receiver,
liquidator or statutory successor is specifically exempted from an
arbitration proceeding by Applicable Laws.
2) Initiation of Arbitration. Either party may initiate arbitration by
_________________________
providing written notification to the other party ("Arbitration
Demand"). Such Arbitration Demand shall set forth (a) a brief
statement of the issue(s), and (b) the failure of the parties to
reach agreement.
3) Arbitration Panel. The arbitration panel shall consist of three (3)
_________________
arbitrators. The arbitrators must be impartial and must be or must
have been officers of life insurance and/or securities companies
other than the parties or their affiliates.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 30 of 36
4) Selection of Arbitrators. Each party shall select an arbitrator
________________________
within thirty (30) days from the date of the Arbitration Demand. If
either party shall refuse or fail to appoint an arbitrator within the
time allowed, the party that has timely appointed an arbitrator may
notify the other party that, if it has not appointed its arbitrator
within the following ten (10) days, an arbitrator shall be appointed
on its behalf. The two (2) arbitrators shall select the third
arbitrator within thirty (30) days of the appointment of the second
arbitrator. If the two (2) arbitrators fail to agree on the selection
of the third arbitrator within the time allowed, each arbitrator
shall submit to the other a list of three (3) candidates. Each
arbitrator shall select one name from the list submitted by the other
and the third arbitrator shall be selected from the two (2) names
chosen by drawing lots.
5) Procedure. The arbitrators shall interpret this Agreement as an
_________
honorable engagement rather than merely as a legal obligation and
shall consider practical business and equitable principles as well as
industry custom and practice regarding the applicable insurance and
securities business. The arbitrators are released from judicial
formalities and shall not be bound by strict rules of procedure and
evidence.
6) Rules; Place for Meetings; Majority Vote. To the extent permitted
________________________________________
under the NASD rules of arbitration, the arbitrators shall determine
all arbitration schedules and procedural rules. Organizational and
other meetings will be held in Newport Beach, California, unless the
arbitrators select another location. The arbitrators shall decide all
matters by majority vote.
7) Decision Final. The decisions of the arbitrators shall be final and
______________
binding on both parties. The arbitrators may, at their discretion,
award costs and expenses, as they deem appropriate, including but not
limited to legal fees and interest. The arbitrators may not award
exemplary or punitive damages. Judgment may be entered upon the final
decision of the arbitrators in any court of competent jurisdiction.
8) Fees and Expenses. Unless the arbitrators shall provide otherwise,
_________________
each party shall be responsible for (a) all fees and expenses of its
respective counsel, accountants, actuaries and any other
representatives in connection with the arbitration and (b) one-half
(1/2) of the expenses of the arbitration, including the fees and
expenses of the arbitrators.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 31 of 36
F. GOVERNING LAW; VENUE; JURISDICTION
__________________________________
This Agreement shall be governed by and construed in accordance with
the laws of the State of California without regard to California choice
of law provisions.
G. ENTIRE UNDERSTANDING
____________________
This Agreement and the Exhibits and Schedules referenced and
incorporated herein constitute the complete understanding of the parties
and supersede in their entirety any and all prior agreements among the
parties with respect to the subject matter discussed herein. No oral
agreements or representations shall be binding.
H. NO THIRD PARTY BENEFICIARIES
____________________________
Company's and Broker's respective Affiliates shall each be third
party beneficiaries of this Agreement, entitled to enforce the
provisions hereof as if they were parties to this Agreement. Except as
otherwise provided in the preceding sentence, nothing in the Agreement
shall convey any rights upon any person or entity who or which is not a
party to this Agreement.
I. NON-EXCLUSIVITY
_______________
Broker, on its behalf and on behalf of each Agency, agrees that no
territory or product is assigned exclusively hereunder and that Company
and its Affiliates reserve the right in their discretion to enter into
selling agreements with other broker-dealers, and to contract with or
establish one or more insurance agencies in any jurisdiction in which
Broker transacts business hereunder. Broker's relationship with Company
is non-exclusive, and Broker is free to sell or solicit insurance and
other products issued or sold by other companies.
J. NO HIRE
_______
For purposes of this Sub-section J only, the term "agent" shall
include all appointed agents and Representatives. The parties to this
Agreement acknowledge that each may have access to the names and
identities of agents of each party as a result of performing their
respective obligations under this Agreement, and that each may establish
close working relationships with such persons. Therefore, Broker for
itself and for each Agency on the one hand (for purposes of this
Sub-section J, "Selling Group"), and Company on the other hand, agree
that while an agent maintains his/her affiliation with each and for
twelve (12) months after such agent's termination of the affiliation for
any reason:
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 32 of 36
1) Selling Group shall not in any way, directly or indirectly, for its
own behalf or on behalf of any other person or entity, solicit,
entice, hire, employ or endeavor to employ or associate with for
business purposes any agent of Company. In addition Selling Group
acknowledges that Company's agents hold important contractual and
business relationships with Company and Selling Group shall not
(a) interfere in any way with the relationships, contractual or
otherwise, between Company and Company's agents, or (b) induce or
encourage, or attempt to induce or encourage, any agent of Company to
terminate or change his/her relationship with Company.
2) Company shall not in any way, directly or indirectly, for its own
behalf or on behalf of any other person or entity, solicit, entice,
hire, employ or endeavor to employ or associate with for business
purposes any agent of Selling Group. In addition Company acknowledges
that Selling Group's agents hold important contractual and business
relationships with Selling Group and Company shall not (a) interfere
in any way with the relationships, contractual or otherwise, between
Selling Group and Selling Group's agents, or (b) induce or encourage,
or attempt to induce or encourage, any agent of Selling Group to
terminate or change his/her relationship with Selling Group.
K. WAIVER
______
The failure of either party to strictly enforce any provision of this
Agreement shall not operate as a waiver of such provision or release
either party from its obligation to perform strictly in accordance with
such provision or any other provision of this Agreement.
L. COUNTERPARTS; FACSIMILE SIGNATURES
__________________________________
This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute one and the same
instrument. A signature transmitted by facsimile machine or telecopier
shall be deemed to be an original signature hereunder.
M. SEVERABILITY
____________
If any provision of this Agreement is declared null, void or
unenforceable in whole or in part by any court, arbitrator or
governmental agency, said provision shall survive to the extent it is
not so declared and all the other provisions of the Agreement shall
remain in full force and effect unless, in each case, such declaration
shall serve to deprive any of the parties hereto of the fundamental
benefits of this Agreement.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 33 of ▇▇
▇. ▇▇▇▇▇▇▇▇
________
The various section headings used in this Agreement are for
convenience of reference only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement
or any of its provisions.
O. FURTHER ASSURANCES
__________________
Each of the parties shall from time to time at the reasonable request
of the other party and without further cost or expense to such other
party, execute and deliver or cause to be executed and delivered such
other instruments and take such other related action, as may be
necessary, to more effectively consummate the terms and provisions of
this Agreement.
P. CONSTRUCTION
____________
Whenever the singular number is used in this Agreement and when
required by the context, the same shall include plural and vice versa,
and the masculine gender shall include the feminine and neuter genders
and vice versa.
Q. RECITALS
________
The Recitals set forth in this Agreement are hereby deemed to be
material provisions of this Agreement and are hereby incorporated into
and made a part of this Agreement.
R. REPRESENTATION BY COUNSEL
_________________________
All parties hereto have been represented or have had the opportunity
to be represented by counsel in connection with the negotiation and
preparation of this Agreement. Therefore, this Agreement shall be
construed without regard to any presumption against the party drafting
the same.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 34 of 36
S. TRADEMARKS
__________
Neither party may use the other party's trademarks, service marks,
trade names, logos, or other commercial or product designations
(collectively, "Marks") for any purpose whatsoever without the prior
written consent of the other party.
1) Permission not Implied. Nothing in this Agreement shall be construed
as
______________________
prior written consent to permit (i) any party to use the Marks of the
other party, or (ii) any other individual or entity to use the Marks of
any party.
2) UFS. Nothing contained in this Agreement shall be construed as
___
conferring upon Broker or Representatives any right to use or refer to
in advertising, publicity, promotion, marketing or other activities, any
Marks, or any other designation or likeness of any of the Peanuts(R)
characters or any other character licensed by United Feature Syndicate
(including any contraction, abbreviation or simulation of any kind of
the foregoing) without prior express permission from United Feature
Syndicate, which Broker and Representatives must obtain through Company.
T. LONG TERM CARE
______________
Notwithstanding anything contained in the Agreement to the contrary,
the following shall apply to Contracts that are long term care insurance
products (LTC products):
1) Broker agrees to deliver LTC products to purchasers no later than 30
days after the policy is approved by the issuer.
2) Broker agrees that it will not, nor will it permit its subagents to,
solicit the sale of other products based solely upon a customer's
purchase of an LTC product.
3) LTC products shall not be deemed to be covered by the provisions of
Rewritten Business Rules described in Exhibit C of the Agreement.
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 35 of 36
In reliance on the representations set forth and in consideration of the
undertakings described, the parties represented below do hereby contract and
agree.
"COMPANY"
METLIFE INVESTORS DISTRIBUTION COMPANY
By
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ - Executive Vice
President
Date
-----------------------------
Address:
▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax #: ▇▇▇-▇▇▇-▇▇▇▇
"BROKER"
(BDNAME)
________
-----------------------------------
By
-----------------------------
-----------------------------------
Print Name & Title
Date
-----------------------------
Address:
(Address1)
__________
(Address2)
__________
(City), (State) (PostalCode)
____________________________
Fax #:(Fax)
_____
MLIDC Retail Sales Agreement 7-1-05 (LTC)
Page 36 of 36
EXHIBIT A
SCHEDULE OF VARIABLE PRODUCT AND COMPENSATION
[TO BE INSERTED]
MLIDC Retail Sales
Ex. A - Page 1 of 1
EXHIBIT B
SCHEDULE OF FIXED PRODUCT AND COMPENSATION
[TO BE INSERTED]
MLIDC Retail Sales
Ex. B - Page 1 of 1
EXHIBIT D
ASSOCIATED INSURANCE AGENCY
The Broker/Dealer named below ("Broker"), having executed a Sales Agreement
(the "Agreement") by and between Broker, and MetLife Investors Distribution
Company and MetLife General Insurance Agency, Inc. (collectively "Company")
dated ______________ that, among other things, provides for sales of Company's
or its Affiliates' Variable Contracts through a designated associated insurance
agency or agencies, hereby designates the associated insurance agency (the
"Associated Insurance Agency") named below as its Agency (as that term is
defined in the Agreement) pursuant to Section II(B) thereof. By signing this
Exhibit D, each of Broker and the Associated Insurance Agency hereby represents
and warrants that the Associated Insurance Agency is and will remain qualified
to serve as an Agency in accordance with the terms of the Agreement. The
Associated Insurance Agency hereby acknowledges that it has received a copy of
the Agreement, that it has reviewed the Agreement and understands all of its
terms, covenants and agreements, that it has had the opportunity to consult
with counsel of choice relative thereto and that it agrees to be bound by and
subject to the terms of the Agreement.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED
BY THE PARTIES
(BDNAME)
________
Broker/Dealer
By:
-------------------------------
------------------------------------
Print Name & Title
------------------------------------
(Tax Identification Number)
(GANAME) (GANAMEII)
________ __________
Associated Insurance Agency Name Associated Insurance Agency Name
By: By:
------------------------------- -------------------------------
------------------------------------ ------------------------------------
Print Name & Title Print Name & Title
------------------------------------ ------------------------------------
(Tax Identification Number) (Tax Identification Number)
MLIDC Retail Sales
Ex. D - Page 1 of 1