Form of Broker-Dealer Selling Agreement

1. PURPOSE
 
Protective Life and Annuity Insurance Company (“Protective”) has appointed Investment Distributors, Inc. (“IDI,” and together with Protective, the “Company”), a registered broker-dealer under the Securities and Exchange Act of 1934, as amended, and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as the principal underwriter of the variable life insurance contracts that are issued by Protective. This Broker-Dealer Selling Agreement (the “Agreement”) allows IDI to compensate Selling Firm for the sale by Selling Firm and Licensed Personnel (defined below) of certain Protective life corporate owned variable universal life insurance contracts (individually, a “Contract” and collectively, the “Contracts”) set forth on the Product and Compensation Schedule(s), Schedule A, of this Agreement. The Product and Compensation Schedule is subject to change at any time upon notice to Selling Firm.
 
2. AGREEMENT

1. Selling Firm will be at all times: duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and in each state or other jurisdiction in which Selling Firm acts hereunder in connection with sales of the Contracts, and a member of FINRA. Selling Firm is or is affiliated with the Insurance Agency that is licensed under the insurance laws of the various states in which it operates. The Insurance Agency is identified at the beginning of this Agreement and is considered a party to this Agreement. In this Agreement, references to “Selling Firm” shall be construed so as to include or refer solely to Insurance Agency, if such duty, responsibility, or obligation has been delegated to or assumed by Insurance Agency, regardless of whether Insurance Agency and Selling Firm are separate entities.
 
2. Selling Firm agrees, on its behalf and on behalf of Licensed Personnel, to obtain and maintain insurance license(s) in the state of New York and any other states that may be necessary to solicit business on behalf of Protective in the jurisdiction(s) in which Selling Firm operates while this Agreement is in effect, and agree further not to solicit business on behalf of Protective in any jurisdiction until Selling Firm and Licensed Personnel have obtained such licenses. For purposes of this Agreement, the term “Licensed Personnel” means any registered representative who is duly licensed and qualified under applicable securities and insurance laws, rules, and regulations to perform such activities on Selling Firm’s behalf and is appointed by Protective to sell the Contracts. Protective may appoint, terminate or decline to renew the appointment of any person so designated in Protective’s sole discretion.
 
3. Selling Firm shall promptly notify Company if any insurance license held by Selling Firm or any of Licensed Personnel lapses or is terminated, revoked or not renewed by any jurisdiction, or if Selling Firm or any of Licensed Personnel withdraw or elect not to renew any insurance license in any jurisdiction that had been previously identified to Company as a jurisdiction in which Selling Firm or Licensed Personnel had been licensed.  Selling Firm represents and warrants that neither Selling Firm nor any of its officers, directors, employees, agents, subcontractors, nor any Licensed Personnel or other person authorized to act on its behalf has ever been convicted of any state or federal criminal felony involving dishonesty or breach of trust or any crime under Violent Crime Control and Law Enforcement Act of 1994, 18 U.S.C. § 1033.  Selling Firm agrees to report to Company any criminal convictions that occur after the Effective Date against Selling Firm or any other person listed in the preceding sentence.

1. APPOINTMENT
1. Selling Firm is hereby appointed as an insurance producer entity authorized to solicit the Contracts on behalf of Protective. Selling Firm is authorized to promote sales of the Contracts through Licensed Personnel. Selling Firm shall promptly notify Company whenever the association between Selling Firm and any Licensed Personnel is terminated for whatever reason.
 
2. Selling Firm is authorized under this Agreement with power and authority to select and recommend individuals associated with Selling Firm for appointment as an agent of Protective, and only such individuals so recommended by Selling Firm shall become Licensed Personnel, provided that the conditions of Section 3 are satisfied. Protective may appoint, terminate or decline to renew the appointment of any person so designated in Protective’s sole discretion. Initial and renewal state appointment fees for Licensed Personnel will be paid by Protective in accordance with its then-applicable requirements.
 
2. RELATIONSHIP
1. Selling Firm is an independent contractor. Nothing in this Agreement or any other agreement between Selling Firm and Company shall be construed to create the relationship of employee and employer between Selling Firm and Company or between any Licensed Personnel and Company.
 
2. As an independent contractor, Selling Firm is free to operate its business in the manner Selling Firm deems appropriate and Selling Firm is solely responsible for all expenses incurred in its operation, including expenses incurred in the performance of this Agreement.  Further, Selling Firm will not be treated as an employee for purposes of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, or income tax withholding.  The filing and payment of self-employment and income taxes with the Federal and appropriate state governments are Selling Firm’s sole responsibility.  Selling Firm agrees to comply with the requirements of the federal and appropriate state government(s) with respect to the filings and payment of self-employment and income taxes on any remuneration from Company.
 
3. As an independent contractor, it is contemplated that Selling Firm and Licensed Personnel may engage in non-insurance business, and Selling Firm may represent insurance companies other than Protective.
 
3. COMPENSATION
1. So long as this Agreement is in force, IDI agrees to pay Selling Firm a commission on Contracts sold by Selling Firm and Licensed Personnel for which Selling Firm and Licensed Personnel are designated “agent of record.” Such commissions shall be paid in accordance with Product and Compensation Schedule(s) attached hereto and made a part hereof as if set forth in full at this point, which is in effect when a contract is issued. Unless otherwise specified in the Product and Compensation Schedule(s), commissions are paid only on premiums paid to and actually received by Company and will be paid in accordance with Company rules and procedures then in effect.  The Product and Compensation Schedule(s) is (are) subject to change at any time upon not less than thirty (30) days prior written notice to Selling Firm by Company and will affect business issued on and after the effective date of the change.  If a premium is refunded for any reason by Company on any Contract on which Selling Firm received any commission, Selling Firm agrees to repay any amounts received on that Contract to Company, and such amount that remains unpaid may be offset against compensation owed to Selling Firm in the future.  Selling Firm will be responsible for all expenses Selling Firm incurs in the performance of this Agreement with no right of reimbursement, except for any expense allowance payment provided hereunder or under any separate agreement between Company and Selling Firm.  Selling Firm agrees that it will not share or otherwise pay any commissions received under this Agreement with a person who is not duly licensed, appointed and qualified to receive such commissions.
 
2. Company will designate Selling Firm and the applicable Licensed Personnel as “agent of record” on all Contracts issued on applications submitted by Selling Firm and such Licensed Personnel, thereby entitling Selling Firm and such Licensed Personnel to the compensation payable by Company to an “agent of record” with respect to such Contracts. Selling Firm acknowledges and agrees that the owner(s) of any Contract(s) may request a change in, or termination of, the “agent of record” designated for their Contract(s), and further may request that another duly licensed person be designated as “agent of record” for their Contract(s) in place of Selling Firm.  Selling Firm further acknowledges and agrees that Company reserves the right, in its sole discretion, to make the requested change, upon receipt of a valid written request from such owner(s).  Selling Firm hereby waives any right to compensation that may become payable to Selling Firm as “agent of record” with respect to a Contract(s) on or after the date on which Company makes any such change.  
 
3. Selling Firm shall be solely responsible for the payment of any commission or consideration of any kind to Licensed Personnel with respect to the sales of the Contracts.
 
4. LIMITATION OF AUTHORITY
 
Selling Firm agrees, on its behalf and on behalf of Licensed Personnel, not to perform in the name of Company any acts for which Selling Firm is not authorized, including but not limited to the following:
1. Accept risks, incur debt or liability, or make contracts for Company;
 
2. Waive, alter, modify, or change any Company policy, terms, rates, or customary requirements;
 
3. Endorse checks payable to Company;
 
4. Accept premium payments, except in accordance with written Company procedures;
 
5. Extend, or offer to extend, the time for payment of premium payments, or rebate, or offer to rebate, any premium payments;
 
6. Make any misrepresentation or make an incomplete comparison in connection with the purchase, sale, offer to purchase or sell, conversion, exchange, lapse, or forfeiture of a Contract;
 
7. Solicit sales of the Contracts in any jurisdiction where such Contracts may not lawfully be sold;
 
8. Solicit applications for Contracts without delivering to the applicant a current prospectus or other offering documents as required by Applicable Laws;
 
9. Represent that Selling Firm or Licensed Personnel are an employee, associate, joint venture, or partner of Company; and
 
10. Use personal or business checks or funds (either Selling Firm or those of Licensed Personnel) for the applicant’s or Contract holder’s premium payment.
 
5. DUTIES OF THE PARTIES
1. On behalf of Selling Firm and Licensed Personnel, Selling Firm agrees as follows:
1. To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and premiums received on behalf of Company;
2. To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm and/or Licensed Personnel are authorized to solicit sales of the Contracts;
3. To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities;
4. To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts;
5. In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts;
6. To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts;
7. To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm by Company for such purpose;
8. To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects;
9. To use best efforts to provide service to customers and to maintain in force any business in place with Protective;
10. To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement;
11. To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company;
12. To submit all applications on forms authorized by Company and review all applications for completeness, and correctness;
13. With respect to recommendations and advice involving Contracts sold or serviced by Selling Firm and/or Licensed Personnel, to comply with, and ensure that Licensed Personnel comply with, all standards and requirements for recommendations and/or advice as defined therein with respect to Contracts and/or transactions in connection therewith in effect as of the Effective Date or that may be adopted and/or amended by federal or state legislatures, federal or state regulators, and/or various self-regulatory organizations (“SROs”) after the Effective Date of this Agreement (“Other Standard of Care Initiatives”), commencing with the respective effective date of each such Other Standard of Care Initiative, and Section 8.c. of this Agreement, including without limitation compliance with all applicable training, disclosure, information collection, documentation, determination, supervision, supervision system, reporting, audit and surveillance requirements imposed by such Other Standard of Care Initiative;
14. To deliver Contracts only in accordance with Company’s instructions as previously provided in writing to Selling Firm;
15. To keep accurate records on behalf of Protective and to make such records available for examination at any time by authorized representatives of Protective; and
16. In the event that Company chooses, or is required, to return premium or make some other accommodation for a policy or contract owner on any policy or contract written on an application Selling Firm or Licensed Personnel placed with Company, Selling Firm agrees to return to Company any commission, service fee, and expense allowance payment Selling Firm received from Company with respect to that premium.  This obligation to repay commission, service fees and expense allowance payments shall apply even if the applicant does not accept the premium refund.
 
2. Company agrees as follows:
1. Company shall make training about the Contracts available to Selling Firm and Licensed Personnel;
2. Company shall, subject to applicable regulatory requirements and approvals, make the Contracts available for sale by Selling Firm and Licensed Personnel, and shall provide standard Contract brochures, prospectuses, forms, and support material necessary in its sole discretion, to solicit and process sales of the Contracts;
3. Company or its affiliates shall provide all administrative, accounting, and policyholder services necessary in its sole discretion to support the Contracts; and
4. Company and its affiliates shall comply with all Applicable Laws related to the offer and sale of the Contracts.
 
3. Other Standard of Care Initiatives.
1. To the extent that any Other Standard of Care Initiative that takes effect after the Effective Date imposes a supervision responsibility on Company and permits Company to delegate certain or all of its supervision obligations to a third party, Company hereby delegates to Selling Firm, to the fullest extent possible, all supervision responsibility for activities conducted by Selling Firm and Licensed Personnel with respect to the Contracts, which shall include but not be limited to, establishing, maintaining, enforcing and auditing reasonable and appropriate written policies, procedures and controls to perform such obligations and responsibilities. Such delegation to take effect upon the effective date of such Other Standard of Care Initiative. Before the effective date, Company will send a communication to Selling Firm describing any limitations or restrictions on the delegation. Selling Firm shall be deemed to have accepted and agreed to such delegation if Selling Firm has not objected in writing within thirty (30) days after the date of such communication. Communications pursuant to this Section shall be governed by the notice provisions of the Agreement.
2. To the extent that Company delegates to Selling Firm pursuant to Section 8.c.i. of this Agreement any of Company’s obligations and responsibilities under Other Standard of Care Initiatives that take effect after the Effective Date, Selling Firm hereby certifies, and shall hereafter annually certify in writing, the following or a substantially similar certification: “Selling Firm has established and maintains a system of supervision for recommendations of sales transactions involving both new and in-force Contracts, and such system of supervision includes, but is not limited to, standards and procedures for:  (i) the collection of a consumer’s suitability information with respect to sales transactions involving the Contracts; (ii) the documentation and disclosure of the basis for any recommendation with respect to sales transactions involving the Contracts; and (iii) the auditing and/or contemporaneous review of recommendations of sales transactions involving the Contracts to monitor Licensed Personnel’s compliance with the obligation to act in the best interest of consumers.”  It is understood and agreed by the parties that Company, at its election, may rely upon the written certification Selling Firm provides pursuant to this Section to satisfy Company’s supervision and audit obligations with respect to sales transactions that result from the exercise of contractual rights under the Contracts.
3. Certifications provided pursuant to Sections 8.c.ii. shall be signed by an authorized senior officer or manager of Selling Firm with responsibility for overseeing the relevant sales practices and who has a reasonable basis on which to make the certification on its behalf.
4. Selling Firm shall cooperate with Company in connection with reasonable requests related to Company’s audits of supervision functions delegated to Selling Firm by Company under Other Standard of Care Initiatives. Selling Firm shall maintain and make available upon reasonable request by Company any and all records relating to supervision functions delegated to Selling Firm under this Agreement.
5. To the extent that Company is required to provide training or otherwise make training available to Licensed Personnel under any Other Standard of Care Initiative that takes effect after the Effective Date and Selling Firm desires to utilize training other than Company-approved training to satisfy such training requirement, Selling Firm shall provide information about such other training to Company for consideration, and shall not implement such training without Company’s prior written approval, which shall not be unreasonably withheld.
 
6. CONFIDENTIALITY
1. Company may furnish Selling Firm with Confidential Information (as defined below), and Selling Firm may furnish Company with Confidential Information.  Except as required in order to perform its obligations and duties under this Agreement, to perform joint marketing efforts with Company, or as required by law, (i) Selling Firm shall not use or disclose such Confidential Information received from Company, and (ii) Company shall not use or disclose such Confidential Information received from Selling Firm.
 
2. Selling Firm and Company will each maintain and enforce safety and physical security procedures with respect to its access and maintenance of nonpublic personal information (“NPI”) of customers or potential customers that provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access.  NPI includes, but is not limited to, names, addresses, account balances, account numbers, account activity, social security numbers, taxpayer identification numbers, and financial and health information.  NPI includes information on each party’s forms or in a database of any kind, information created by each party, and information collected on behalf of a party or by a party. Each party will notify the other party of any breach of security and use diligent efforts to remedy any breach of security or unauthorized access in a timely manner.  Selling Firm and Company each agrees to cooperate with the other party’s efforts to remedy any breach of security or unauthorized access.
 
3. “Confidential Information” of any party shall mean ideas, expressions, trade secrets, customer lists, products, policies, forms, business methods, business plans, software and information from third parties (such as software and its related documentation) for which such party has a duty of confidentiality, and treasury or securities information which the protected party considers confidential, as well as information which from all relevant circumstances should reasonably be assumed by a party to be confidential information, whether any of which is marked “Confidential Information” or not, including without limitation the following: (i) employee or customer or lists, employee, customer or supplier identities or characteristics, details of products or contracts, marketing knowledge or information, sales figures, pricing information, marketing or business plans, strategies, forecasts or projections, legal documents, financial information, budgets, software, source and object code, research papers, procedures, processes, formulas, copyrighted matter, patented or patentable inventions, trade secrets, innovations, improvements or discoveries, research or development, test results, specifications, data, know-how, plans, sketches, drawings or models; (ii) information that is designated secret, private or confidential by the disclosing party or its customers or potential customers; (iii) information which the disclosing party is obligated to maintain confidential or otherwise safeguard in accordance with (a) United States Public Law 106-102 (the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Financial Services Modernization Act of 1999), (b) United States Public Law 104-191 (the Health Insurance Portability and Accountability Act of 1996), or (c) any regulations adopted pursuant to (a) or (b), as (a)-(c) may be amended; and (iv) personal information regarding a disclosing party’s employees, including without limitation information regarding any such employee’s insurance coverage, benefits or claims, physical or mental disability, health or medical information, credit rating or history and background investigation(s).  
 
4. Confidential Information relating to a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own Confidential Information, but in no case to a lesser extent or manner than a reasonable degree of care under the circumstances. Confidential Information shall not be disclosed to third parties without specific written permission of the protected party.  Each party shall, however, be permitted to disclose relevant aspects of the other party’s Confidential Information to its officers, agents, subcontractors and employees to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement; provided, however that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, subcontractors and employees.  A disclosing party shall retain all rights, title and interest in the Confidential Information disclosed by it.  Where in doubt or necessary for the receiving party’s compliance or other purposes, the receiving party shall promptly notify the disclosing party and provide a reasonable opportunity and period of time for the disclosing party to object or seek to limit disclosure of Confidential Information.  
 
5. The obligations in this Section 9 shall not restrict any disclosure by either party pursuant to any applicable state or federal laws, or by order of any court or government agency (provided that the disclosing party shall give prompt notice to the non-disclosing party of such order) and shall not apply with respect to information which (i) is independently developed by the other party without violating the disclosing party's proprietary rights and without any use of Confidential Information of the disclosing party or any of its customers or potential customers, (ii) is or becomes publicly known (other than through unauthorized disclosure, including a breach of any duty to the disclosing party or any of its customers or potential customers), (iii) is intentionally disclosed by the owner of such information to a third party free of any obligation of confidentiality, (iv) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into before the Effective Date of this Agreement as evidenced by the written records of such party, or (v) is rightfully received by a party free of any obligation of confidentiality.  In the event of service upon the receiving party of any subpoena, request for production or other legal process seeking the disclosure of any Confidential Information, the receiving party shall promptly notify the disclosing party of such service in writing, and provide a reasonable opportunity and period of time for the disclosing party to object to or seek the limitation of such disclosure.  
 
6. In addition to protecting Confidential Information as described above, the parties mutually agree that in accordance with Applicable Laws and the terms of this Agreement they shall keep private and confidential any NPI of customers or potential customers.  There will be instances where each party will have the same NPI that may be subject to different privacy policies and procedures according to the notices provided to the customer by the respective parties to this Agreement.  All NPI which either party obtains from the other as a result of this relationship shall not be used, disclosed, reused or redisclosed to any third party, except to carry out the purposes for which the information was disclosed. The parties agree that they shall abide by the provisions of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and other applicable privacy laws and shall establish and maintain policies and procedures designed to ensure the confidentiality and security of the NPI.  This would include procedures to protect against any anticipated threats or hazards to the security or integrity of the information and unauthorized access to or use of the information.
 
7. The receiving party shall promptly notify the disclosing party, in writing, of any use or disclosure of Confidential Information in breach of this Agreement.  The receiving party’s obligations arising pursuant to this Agreement shall survive any termination or expiration of this Agreement.
 
8. The receiving party agrees and acknowledges that unauthorized use or disclosure of Confidential Information may result in immediate and irreparable injury to the disclosing party or its customers or employees for which monetary damages would be inadequate relief.  Accordingly, in the event that the disclosing party proves any actual or threatened use or disclosure of Confidential Information in breach of this Agreement by the receiving party, its employees or agents, the disclosing party shall be entitled to injunctive and other equitable relief (e.g., specific performance) in accordance with Applicable Laws and judicial procedures, in addition to any and all other rights and remedies available to the disclosing party.
 
9. In accordance with Regulation S-P, if any NPI of customers is disclosed to either party in connection with this Agreement, the party receiving such information shall not disclose or use that information other than as necessary to carry out the purposes of this Agreement.  Any privacy notice that Selling Firm delivers to customers shall comply with Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and Regulations S-P, as each may be amended, and shall notify customers that NPI may be provided to financial service providers such as Selling Firm as permitted by law.
 
10. Upon  request,  each party shall return to the other party or  destroy (and provide an appropriate written destruction certificate) all Confidential Information in its possession or control unless such information is stored  on an electronic backup system for ordinary business purposes or if the receiving party is required to maintain a copy of the information pursuant to any applicable law, rule, regulation or regulatory guidance.   No disclosure by a party hereto of Confidential Information of such party to the other party shall constitute a grant to the other of any interest or right whatsoever in such Confidential Information, which shall remain the sole property of the disclosing party.
 
7. OWNERSHIP OF RECORDS; RIGHT TO USE

1. Selling Firm’s Ownership of Records and Data Regarding Customers; Company’s Ownership of Records.  It is understood and agreed that, except as otherwise provided in Section 10.b. below,  all records and data, in whatever form, of or relating to customers with which Selling Firm or Licensed Personnel independently have relationships (“Selling Firm Customers”), and who are referred by Selling Firm to Company for the purchase of a Contract, are and shall remain the exclusive and proprietary property of Selling Firm; provided, however, that (i) Contracts, and (ii) data developed and/or maintained by Company in connection with the sale and subsequent servicing of the Contracts by Company (together, “Contract Records”), in whatever form, are and shall remain the exclusive and proprietary property of Company;  and provided further that Company’s use of the Contract Records is limited to its performance of its obligations under this Agreement and in connection with the transactions contemplated hereby. Selling Firm will be allowed to keep a copy of Contracts Records that are deemed necessary for Selling Firm’s continued servicing of customers, and those of Licensed Personnel and for compliance with regulatory requirements or this Agreement.
 
2. Use by Company of Contract Records and Other Records and Data.  Notwithstanding Section 10.a., in addition to its ownership of the Contract Records, Company shall be entitled to keep a copy of, and to use solely for purposes of this Agreement and the transactions contemplated hereby, any other records and data relating to Selling Firm Customers referred to Company by Selling Firm for the purchase of Contracts (i) that are necessary to enable Company to determine whether and on what terms to sell a Contract to any such Selling Firm Customer, (ii) that are reasonably necessary for Company’s continued servicing of such Selling Firm Customers who purchase Contracts from Company, or (iii) for compliance by Company with regulatory requirements related to this Agreement and the transactions contemplated thereby.

1. STATUS AND AUTHORITY OF COMPANY AND SELLING FIRM
1. Company and Selling Firm are each corporations duly organized and validly existing, in good standing, under the laws of the state of its incorporation, and each of Company and the Selling Firm has all requisite corporate power and authority, and all licenses and permits required by any governmental authority, to carry on its business as presently conducted, and to fulfill, satisfy and perform its obligations and responsibilities set forth in this Agreement.  Company and Selling Firm will at all times perform its obligations in a manner that complies with all applicable federal, state and local laws and regulations.
 
2. Each party shall notify the other party immediately in writing in the event of the revocation, termination or discontinuance of any authorization or permit referred to in Section 11.a., or in the event of any material violation of Applicable Laws and, in such event, each party may cancel this Agreement at any time without penalty and without prejudice to any other rights the cancelling party may have as a result of any such event.
 
2. BUSINESS CONTINUITY/DISASTER RECOVERY PLAN
 
The parties agree to maintain adequate business continuity/disaster recovery plans covering the records created and maintained with respect to the activities conducted under this Agreement, including provisions that require the parties to test, review and update such plans on an annual basis. In the event that a disaster occurs, each party will fully cooperate with the other party.
 
3. RECORD RETENTION AND AUDITS; COOPERATION
1. Each party agrees to maintain all books and records arising under this Agreement on a basis consistent with Applicable Laws for record retention in effect from time to time and generally accepted practices in the insurance industry, to safeguard such records for so long as they are held, which shall be for at least the minimum periods prescribed by U.S. law and normal business practice in the U.S. insurance industry, and if any records are disposed of, to dispose of such records only through use of reasonable measures to protect against unauthorized access to or use of the information in connection with its disposal.
 
2. To the extent permitted by Applicable Laws, each party will cooperate with the other party and its designees in providing information and records reasonably required by such other party or its designees in connection with such other party’s audit functions or examination by regulatory authorities. Any and all such information and records shall be provided in a mutually convenient manner reasonably designed to minimize interference to the providing party’s day-to-day business functions, taking into due account: (A) any and all legal obligations or liabilities of the party to whom such information and records are to be provided; and, (B) the parties’ respective obligations with respect to Confidential Information as more fully set forth in Section 9, above, and Selling Firm’s recordkeeping obligations pursuant to Sections 8.a. and 8.c. of this Agreement.
 
4. INTELLECTUAL PROPERTY INDEMNIFICATION     
 
Company represents, warrants and covenants that all deliverables and services provided to Selling Firm, and all intellectual property that is proprietary to Company or a third party, is licensed or made available to Selling Firm and is necessary to enable Selling Firm to use such deliverables or services, does not and will not infringe or misappropriate any third party intellectual property rights.   Company will indemnify, defend, and hold Selling Firm harmless if any such representations are false, or warranties or covenants are breached.  If Selling Firm’s use of Company’s services or deliverables under this Agreement is, or is reasonably likely to be, enjoined due to such infringement, then Company will make all reasonable efforts to correct or replace the infringing part of the services or deliverables with substantially similar functionality so as to avoid the infringement.
 
5. ANTI-MONEY LAUNDERING

1. Company and Selling Firm shall each comply with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (“USA Patriot Act”), and the rules promulgated thereunder, and all related federal and state rules and regulations, including compliance with all Applicable Laws and regulations aimed at preventing, detecting, and reporting money laundering and suspicious transactions, including applicable provisions of the Bank Secrecy Act and the USA Patriot Act, as well as regulations administered by the U. S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), as further described below (together, “Applicable AML Laws”).
 
2. Company and Selling Firm shall each maintain an anti-money laundering (“AML”) program (“AML Program”) in compliance with Applicable AML Laws that at a minimum, must include the following elements: (1) policies, procedures, and controls that are tailored to the party’s business, including the distribution of Contracts; (2) designation of a compliance officer to administer and oversee the AML Program; (3) employee and agent training, in compliance with Applicable AML Laws; (4) an independent audit function to test the effectiveness of the AML Program; (5) a Customer Identification  Program adopted pursuant to Section 326 of the USA Patriot Act; (6) provisions for the filing of all necessary AML reports, including currency transaction reports and suspicious activity reports; (7) provisions for screening of all new and existing customers against the OFAC list and any other government list that is or becomes required under the Bank Secrecy Act; and (8) provisions to allow appropriate examiners and regulators to examine information, books, and records maintained by each party in connection with its AML Program.
 
3. The parties acknowledge that Company has established an AML Program.  As permitted by Applicable AML Laws, the parties acknowledge that Company will rely on Selling Firm to, and Selling Firm agrees to (1) verify and identify each customer’s identity and the source(s) of funds to be used to purchase Contracts and (2) provide appropriate AML training to the Licensed Personnel involved in the solicitation, sale, and/or servicing of Contracts.  Selling Firm agrees to provide to Company, upon request, written verification of the AML training.  Company and the Selling Firm further acknowledge that upon issuance of a Contract to an applicant brought to Company by the Selling Firm, the party to whom the Contract is issued becomes Company’s customer, from which point Company has AML duties under Applicable AML Laws.

1. TERMINATION
1. This Agreement may be terminated as follows:
1. By Selling Firm or by Company, without cause, 30 days after the mailing of written notice by either party to the other party;
2. Automatically upon dissolution of Selling Firm or Company;
3. By Company if Selling Firm commits a material breach of this Agreement and Selling Firm fails to cure said breach to Company’s reasonable satisfaction within ten (10) days of its receipt of written notice from Company setting forth the nature of the breach; or
4. By the Selling Firm if Company commits a material breach of this Agreement and Company fails to cure said breach to the Selling Firm’s reasonable satisfaction within ten (10) days of its receipt of written notice from the Selling Firm setting forth the nature of the breach.
 
2. In the event of termination of this Agreement, Company will pay Selling Firm all amounts due and payable under this Agreement through the date of termination, in accordance with the applicable Product and Compensation Schedule(s).  Unless termination is due to Selling Firm’s bankruptcy, dissolution, failure to obtain or maintain the proper licenses with appropriate state, federal or self-regulatory authorities, or other material breach of the Agreement, at the termination of this Agreement the parties agree that all commissions and trail commissions payable to Selling Firm will be governed at all times by the Product and Compensation Schedule in effect at the time the Contract was issued and, regardless of whether the compensation schedule is thereafter amended, such commissions will continue to be payable to the Selling Firm for as long as it is listed as the broker-dealer of record associated with such Contract.
 
3. Except as provided in Section 16.d., termination of this Agreement shall automatically terminate any schedules, supplements, addenda or amendments made a part of this Agreement. Upon termination of this Agreement, Selling Firm agrees to return to Company all supplies, marketing materials and equipment in its possession that are the property of Company, and Company agrees to return to Selling Firm all supplies and equipment in its possession that are the property of the Selling Firm.
 
4. Upon termination of this Agreement, all authorizations, rights and obligations shall cease, except Sections 5.a. [Relationship], 8.a.xii. [Other Standard of Care Initiatives], 9 [Confidentiality], 13 [Record Retention and Audits; Cooperation], 16 [Termination], 17 [Indemnification for Third Party Claims, Contractual Claims, Including Breaches, Etc.], 18.b. [Advertising and Sales Materials], 20.c. [Prior Agreements], 22 [Arbitration; Judicial Proceedings], and 24 [New York Law Governs].  
 
2. INDEMNIFICATION FOR THIRD PARTY CLAIMS, CONTRACTUAL CLAIMS, INCLUDING BREACHES, ETC.
1. By the Selling Firm:  Selling Firm agrees to indemnify and hold harmless Company, its affiliates and their respective directors, officers, employees, and agents (collectively “Indemnified Parties”) from any and all losses, claims, damages, or liabilities (excluding any consequential damages of Indemnified Parties), fines, penalties, costs, or expenses, including attorneys’ fees, joint or several (including but not limited to any investigative, legal, and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted) (together, “Losses”), to which any of such Indemnified Parties becomes subject based on, resulting from, or arising out of any of the following:
1. Any material violation or alleged material violation by Selling Firm or Licensed Personnel of any Applicable Laws, including without limitation insurance laws and regulations, or Company Rules in regard to this Agreement or the Contracts;
2. Any unauthorized use or alleged unauthorized use by Selling Firm or Licensed Personnel of promotional, sales or advertising material relating to the Contracts;
3. Claims by Licensed Personnel for commissions or other compensation or remuneration of any type;
4. Any failure by Selling Firm or Licensed Personnel to submit premium or applications to Company, or to submit the correct amount of premium, on a timely basis and in accordance with this Agreement and Company’s written procedures provided to Selling Firm in advance by Company, subject to Applicable Laws;
5. Any material breach by Selling Firm or Licensed Personnel of any provision of this Agreement;
6. Any unauthorized act or transaction by Selling Firm, its agents, employees, or representatives, or Licensed Personnel; or
7. Any claim asserted by a third party (a “Third Party Claim”) caused by or resulting from any negligence, negligent error, negligent omission, misconduct or unauthorized act by Selling Firm, Licensed Personnel, or Selling Firm’s employees or representatives, including but not limited to independent contractors engaged by the indemnifying party to perform any of its duties under this Agreement.
 
This indemnification will be in addition to any liability that the Selling Firm or its associated persons may otherwise have. Company may withhold commissions or any other payments owed to Selling Firm, and/or to apply such amounts against the indemnification amounts owed by, or claimed to be owed by, Selling Firm under this Agreement.
 
2. By Company:  Company agrees to indemnify and hold harmless the Selling Firm, Licensed Personnel, and its respective directors, officers, employees, and agents (collectively “Indemnified Parties”) from any and all Loss to which any of such Indemnified Parties becomes subject based on, resulting from or arising out of any of the following:
1. Any Material violation or alleged material violation by Company, or its directors, officers or employees (“Company associated persons”), of any Applicable Laws, including without limitation insurance laws and regulations, in regard to this Agreement or the Contracts;
2. Any material breach by Company or Company associated persons of any provision of this Agreement;
3. Any unauthorized act or transaction by Company or Company associated persons;  or
4. Any Third Party Claim caused by or resulting from any negligence, negligent error, negligent omission, misconduct or unauthorized act by Company or Company associated persons.
 
This indemnification will be in addition to any liability that the Company or their associated persons may otherwise have.
 
3. Limitation.  No person otherwise required to provide indemnification under the terms of this Section 17 shall be liable under this Section with respect to any Loss to which an Indemnified Party under this Section would otherwise be subject solely by reason of willful misfeasance, bad faith or negligence in the performance of such Indemnified Party’s duties, or solely by reason of such Indemnified Party’s reckless disregard of its obligations or duties under this Agreement.
 
4. Notification of Third Party Claims.  The Indemnified Parties shall notify the indemnifying party (“Indemnitor”) in writing promptly after they become aware of any Third Party Claim threatened or brought against any Indemnified Parties that the Indemnified Parties reasonably believe may trigger an obligation of Indemnitor pursuant to this Section 17, provided that any delay or failure to so notify shall not affect any Indemnified Party’s rights to indemnification hereunder unless, and then only to the extent that, Indemnitor has been materially prejudiced thereby. Company and Selling Firm will cooperate in defending any such Third Party Claim, reserving until resolution of each Third Party Claim any issues between them concerning allocation of responsibility, liability or obligations to indemnify such Third Party Claim. Except to the extent necessary to preserve claims against each other, Company and Selling Firm will present a united defense to such Third Party Claims.  All issues relating to whether the Third Party Claim is covered by Section 17, or the relative responsibility, liability or blameworthiness of Company and Selling Firm for such Third Party Claim will be resolved in a separate arbitration proceeding after the Third Party Claim is resolved. The parties acknowledge and agree that any statute of limitations relating to claims, actions or causes of action between each other under this Section 17 relating to a Third Party Claim will be tolled during the pendency of such Third Party Claim.
 
3. ADVERTISING AND SALES MATERIALS; MARKS 
1. Company and Selling Firm, on its behalf and on behalf of its Licensed Personnel, each agrees not to conduct any advertising or distribute any sales materials involving the other party, its name or products, including the Contracts, without the prior written approval of the other party, except that the Selling Firm may distribute advertising and sales materials that were provided to it by Company for that purpose and Company may distribute advertising and sales materials that were provided to it by the Selling Firm for that purpose.  Advertising and sales materials include, but are not limited to, printed material, television, radio, print media, Internet and other electronic or information networks, and computer or electronic demonstrations or Contract illustrations.
 
2. Company and Selling Firm each represents and warrants that all such sales advertising and sales materials it provides to the other conforms to Applicable Laws in all material respects.  
3. In the advertising and solicitation of any Contract, Selling Firm agrees to provide on behalf of Company, the customer disclosures required by law, rule, regulation, or pursuant to Company Rules.  Such disclosures include, but are not limited to, Contract illustrations, and other miscellaneous notices.
 
4. Company represents and warrants that Company and its affiliates are the owner of all right, title and interest in and to: (i) the names of the Contracts, as may be amended by Company from time to time; (ii) the trademarked names and service marks used in any of the marketing or advertising materials; (iii) any words or phrases that include the names of the Contracts; and (iv) all of Company’s and its affiliates’ trademarks, service marks, trade names, logos or other commercial or product designation(s), whether or not registered with a governmental entity (collectively, the “Marks”).
 
5. Company and its affiliates hereby grant Selling Firm a non-exclusive limited license to use the Marks, solely in connection with Selling Firm’s performance of the services contemplated under this Agreement.
 
6. Selling Firm shall not use Marks in any written, oral or electronic material or communication without the prior written consent of Company.  Any material developed by Selling Firm proposed to contain any of the Marks shall be furnished to Company for such consent prior to its use.  Company shall endeavor to respond to any request for written consent within 10 calendar days; provided, however, that failure to respond shall not relieve Selling Firm of the obligation to obtain Company’s prior written consent.  After receiving Company’s consent to the use of any such material, no changes may be made to such material without obtaining Company’s consent to such changes.  Company may at any time in its sole discretion revoke such written consent, and upon notification of such revocation, Selling Firm shall no longer use, publish, or distribute the material subject to such revocation.
 
4. COLLECTION OF PREMIUM PAYMENTS 
 
Selling Firm agrees, on its behalf and on behalf of Licensed Personnel, to hold any and all monies collected on behalf of Company and/or in the name of Company in trust and to remit them promptly to IDI.
 
5. GENERAL PROVISIONS
1. Waiver. Failure of either party to insist upon strict compliance with any provision of this Agreement or rule shall not constitute a waiver of the provision.
 
2. Modification, Amendment and Assignment. No modification or amendment of this Agreement will be valid unless it is in writing signed by an authorized officer of Company, except that Company can revise the Schedule(s) to this Agreement from time to time and any such changes shall be effective upon delivery to Selling Firm.  Selling Firm shall be deemed to have consented to any amendment to this Agreement signed by Company if Selling Firm accepts compensation or submits an application after delivery of such amendment to Selling Firm by or on behalf of Company. This Agreement shall be binding upon and inure to the benefit of Selling Firm and Company and their respective successors and assigns; provided, however, that except as provided in the following sentence neither this Agreement nor any rights or obligations under this Agreement may be assigned or delegated by Selling Firm without the prior written consent of Company.  This Agreement may be assigned by Selling Firm to, and shall be binding on (i) any affiliate of Selling Firm, and (ii) any successor to Selling Firm by merger, consolidation, conversion or other reorganization, including an assignment in connection with the sale or conveyance of all or substantially all of the assets of Selling Firm to an assignee, provided the assignee assumes in writing the obligations of Selling Firm hereunder.
 
3. Prior Agreements. This Agreement supersedes any and all previous agreements between Selling Firm and Company regarding the subject matter hereof.  Any superseded agreement under which commissions or overrides are payable to Selling Firm shall be considered as continuing in force solely for the purpose of such payments.  This Agreement does not release Selling Firm from obligations, which are owed by Selling Firm to Company nor does it release Company from any obligations covered by it to Selling Firm under any prior agreement.
 
4. Notices.  All notices or communications shall be sent to the parties at the addresses shown in this Agreement.  Any changes to these addresses must be made in writing and sent to the other party in accordance with this paragraph.
 
5. Severability.  If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
 
6. LIMITATION OF LIABILITY
 
1. Limitation of Liability—Caused Beyond a Party’s Control.  Neither party will be liable for any failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of telecommunications, fire or other casualty.
 
2. Limitation of Liability—No Consequential Damages, etc.  Except for (i) breach of the provisions of Section 9 [Confidentiality], (ii) Company’s breach of Section 14 [Intellectual Property Indemnification], or (iii) indemnification by a party under Section 17 [Indemnification for Third Party Claims, Contractual Claims, Including Breaches, Etc.], under no circumstances will either party, its affiliates or their respective officers, directors, employees be liable for any indirect, incidental, special, or consequential damages with respect to its obligations under this Agreement, regardless of whether such damages could have been foreseen or prevented.
 
7. ARBITRATION; JUDICIAL PROCEEDINGS
1. Arbitration.  Any dispute between IDI and the Selling Firm, or any dispute between Protective and/or IDI, on the one hand, and the Selling Firm, on the other hand, arising pursuant to this Agreement that involves a policy with a face amount of less than $100,000, shall be settled under FINRA arbitration rules. The determination of the arbitrators shall be final and binding on all parties. The costs of arbitration shall be borne equally by the parties to the arbitration, provided however, that the arbitrators may assess one party more heavily than the other for these costs upon a finding that such party did not make a good faith effort to settle the dispute informally when it first arose.
2. Judicial Proceedings for Certain Controversies.  Protective and the Selling Firm agree that in the event of any controversy between them (a) arising out of their business or pursuant to this Agreement that involves a policy with a face amount of $100,000 or more, or (b) involving a controversy between Protective and the Selling Firm that is not based on a specific policy, and that in either case cannot be settled by agreement, the parties may commence litigation against the other party in any state or federal court having jurisdiction over the matter and the parties.  Venue for any such action between the parties shall be in Alabama. IN ANY SUCH JUDICIAL PROCEEDINGS BOTH COMPANY AND THE SELLING FIRM KNOWINGLY WAIVE ANY RIGHT TO TRIAL BY A JURY.
 
8. INSURANCE
 
Selling Firm agrees to obtain and maintain at least $1,000,000 in errors and omissions insurance covering acts and omissions by Selling Firm and/or by Licensed Personnel, and to add Company as an additional insured under such insurance coverage.
 
9. NEW YORK LAW GOVERNS

INSURANCE COMPANY:		UNDERWRITING FIRM:
PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇		INVESTMENT DISTRIBUTORS, INC. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By:  ________________________________		By:  _____________________________
Name: ______________________________		Name: ___________________________
BROKER-DEALER:		INSURANCE AGENCY:
By:  _________________________________		By:  _____________________________
Name:  _______________________________		Name:  ___________________________
Title:  ________________________________		Title:  ____________________________