Regence
Life and Health
Insurance Company
Regence
Life and Health Insurance Company
Broker/Agent Agreement
THIS AGREEMENT is entered into by and between Regence Life and health Insurance
Company (the "Company" an Oregon corporation and affiliate of The Regence Group,
and FRINGE BENEFIT ANALYSTS, LLC (the "Broker/Agent"), an insurance agent
licensed in the State(s) of UTAH.
(page 1 of 4)
1. BROKER/AGENT APPOINTMENT. The Company hereby grants to the Broker/Agent a
non-exclusive, revocable appointment to solicit and secure applications and
renewals of the Company's group health, life and disability contracts. This
appointment shall not limit or prohibit the Company from granting similar
appointments to other agents, nor shall it limit or prohibit the Broker/Agent
from accepting appointments from other companies.
Broker/Agent agrees to comply with all federal, state and municipal laws or
regulations and to pay all taxes, contributions or other sums which may be
levied or assessed upon or in connection with the commissions paid to the
Broker/Agent by the Company.
The Broker/Agent will diligently solicit and secure applications for the
Company's group health, life and disability plans and collect and promptly
transmit to the Company all initial premiums on those applications.
2. LICENSURE. The Broker/Agent warrants that he/she is duly licensed by the
State (s) of UTAH as an independent insurance Broker/Agent, that no license
issued to the Broker/Agent for the sale of insurance, prepaid health care. or
hospital or professional benefits has ever been revoked or suspended, and that
the Broker/Agent has never been convicted of any crime involving moral turpitude
or dishonesty. The Broker/Agent agrees to pay all applicable license fees and
taxes.
3. RELATIONSHIP OF PARTIES. The Broker/Agent is not an employee of the Company
and nothing contained in this Agreement shall be construed to create the
relation of employer and employee between the Company and the Broker/Agent.
4. INDEMNITY/ERRORS AND OMISSIONS INSURANCE. The Broker/Agent agrees to
indemnify and hold the Company harmless from any and all liability, loss, cost,
damage or expense including attorney fees and costs arising out of or attributed
to the Broker/Agent's violation of this Agreement or the Broker/Agent's failure
to conform to the provisions of this Agreement. The Broker/Agent shall obtain
and maintain for the duration of this Agreement errors and omissions liability
insurance with minimum policy limits of one million dollars. Broker/Agent will
notify the Company immediately in the event of cancellation of such insurance
and will request Broker/Agent's errors and omissions liability insurer to notify
the Company of any cancellation of Broker/Agent's errors and omissions policy to
the Company upon request. Broker/Agent will provide a copy of the face sheet
from the errors and omissions policy to the Company upon request.
5. COMMISSIONS. While this Agreement remains in effect, the Company shall pay
the Broker/Agent commissions for all new and renewed contracts in accordance
with the rates and terms set forth in the attached Commission Schedule(s). No
commissions shall be paid to the Broker/Agent on any premiums received for a
contract after the contractholder has notified the Company in writing that the
Broker/Agent is no longer servicing that contract. If the Broker/Agent dies, the
Company will pay his/her estate any accumulated commissions which were due at
the time of death, less any debt the Broker/Agent owed to the Company. No
commission will be paid on premium received by the Company after the
Broker/Agent's death. Commission payments to the Broker/Agent shall terminate as
of the effective date of termination of this Agreement.
6. COMMISSION ACCOUNTING. The Company agrees to make periodic accounting to the
Broker/Agent of all commissions paid or payable to him/her since the most recent
previous accounting. The Broker/Agent agrees that such accounting shall be
conclusively deemed correct unless written objection thereto is delivered to the
Company within ninety (90) days after such accounting is mailed to the
Broker/Agent at the most recent address shown for him/her in the records of the
Company, or delivered to him/her in person. The Broker/Agent shall immediately
notify the Company of overpayments and of payments to which the Broker/Agent is
not entitled and shall refund the erroneous payment to the Company or make
arrangements for the erroneous payment to be charged against future commissions
which might become due to the Broker/Agent. Nothing in this paragraph ▇▇▇▇▇
diminish or restrict the Company's right to recover overpayments or commissions
paid in error.
7. ADVERTISING. The Broker/Agent is not permitted under this contract to
advertise the Company in any form. No use of the name, logo, etc. is permitted
by the Broker/Agent for the purpose of advertising the Company or its products.
8. RECORDS. The Broker/Agent shall maintain complete records of all transactions
related to applications which the Broker/Agent receives or transmits and any
other records required by law or regulation. Such records shall be accessible to
the Company upon reasonable requests for the duration of this Agreement and for
one year following termination of this Agreement. (page 2 of 4)
(page 2 of 4)
9. RULES AND PROCEDURES. The Broker/Agent agrees to comply with all rules and
regulations of the Company presently in effect and any additions or amendments
made thereto from time to time. The Broker/Agent further agrees that he/she will
make no representation regarding benefits to be provided by the Company except
through written material furnished for that purpose by the Company. The
Broker/Agent understands and agrees that he/she is not authorized to make any
oral or written change in any form. application or contract furnished by the
Company, or in premium rates quoted by the Company: to require the Company to
quote rates on prospective policies; or to bind the Company in any way. Broker
Agent shall comply with the Company's Code of Business Conduct, a copy of which
is available upon request.
10. LIMITATIONS. The Company reserves the right to reject or conditionally
accept applications submitted by the Broker/Agent, to refuse to quote on
prospective group contracts solicited by the Broker/Agent, and to refuse any
group contract in force with the Company. The Broker/Agent's authority to
collect premium is limited to the initial premium from each applicant. The
Broker/Agent is not authorized to accept on behalf of the Company any subsequent
premium or other payment.
11. RIGHT TO DISCONTINUE OR CHANGE. The Broker/Agent understands and agrees that
at all times the Company has the right to discontinue issuing any contract form,
to change the rate or payment basis of the commission payable to the
Broker/Agent on one or more contract forms, except that a change of commission
rates will not take effect until notice of the change has been delivered to the
Broker/Agent, and to discontinue offering any contract form for sale by the
Broker/Agent upon immediate notice.
12. TERM AND TERMINATION. This Agreement shall become effective on the first of
the month following that in which it has been signed by the Broker/Agent and by
an authorized representative of the Company. It shall remain in effect until
terminated by either party.
Either party may terminate this Agreement without cause upon ninety (90) days
written notice to the other party of intent to terminate. Either party may
terminate this Agreement for cause upon thirty (30) days written notice unless
such cause for termination is remedied within fifteen (15) days of receipt of
such notice. This Agreement shall terminate automatically and without notice
upon restriction, suspension, revocation or nullification of the Broker/Agent's
license.
Termination shall not relieve either party of any obligation under this
Agreement which arose prior to termination. Upon termination each party shall
promptly pay any money owed to the other, and the Broker/Agent will promptly
return to the Company all contract forms, property, records or other materials
furnished by the Company.
13. MODIFICATION. The Company may amend or modify this Agreement and schedules
or attachments hereto at anytime effective upon thirty (30) days advance written
notice to the Broker/Agent. No amendments, modifications, or waiver of any
provision shall be valid unless it is in writing and signed by an authorized
representative of the Company.
14. ASSIGNMENT. Any voluntary or involuntary assignment of the Broker/Agent's
interest under this Agreement, including the right to commissions, shall not be
valid unless the Company has given prior, written consent to the assignment.
15. NOTICE. Any notice required to be given under this Agreement shall be
satisfied if delivered in person or mailed, by first class mail to the Company
at ▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Broker/Agent
Coordinator, Mail Station C-2-A. Notice shall be deemed communicated as of five
(5) days after mailing.
16. GOVERNING LAW/SEVERABILITY. This Agreement shall be governed by the laws of
the State of Oregon. The invalidity or unenforceability of any term or provision
of this Agreement shall not affect the validity or enforceability of any other
term or provision.
17. WAIVER. The failure of the Company to take advantage of any of its rights or
privileges under this Agreement or its forebearance or neglect to cancel or
terminate this Agreement in the event of the Broker/Agent's failure to comply
with their provision hereof shall not constitute a waiver by the Company of any
of its rights or privileges hereunder.
18. MERGER. This Agreement, including any valid attachments, schedules and
amendments, constitutes the entire agreement between the Company and the
Broker/Agent. Any prior agreement between Company and the Broker/Agent
pertaining to the Plan shall have no further force or effect except that any
obligation of either party to the other which arose under the prior contract
shall continue to exist.
(page 3 of 4)
IN WITNESS WHEREOF, the parties.have caused this Agreement to be executed by the
Broker/Agent and accepted by the Company as of the 2nd day of November 1998.
BROKER/AGENT REGENCE LIFE AND HEALTH INSURANCE COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------- -----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ (Authorized Representative)
Manager
----------------------------- -----------------------------------------
FORM BG 7073 (4/96)
(page 4 of 4)
AGENCY APPLICATION/COMMISSION AGREEMENT
MEDICAL LIFE INSURANCE COMPANY
CLEVELAND, OH
INSTRUCTIONS
1) Complete and Sign Part I, Application.
2) Carefully read and sign Part II, Agency/Commission Agreement.
3) Forward this entire form to Medical Life.
4) Upon approval. Medical Life will provide the Agent with a copy of this
Agreement.
PLEASE BE SURE ALL INFORMATION IS COMPLETE AND ACCURATE
PART I. AGENT/AGENCY APPLICATION
1. Name
FRINGE BENEFIT ANALYSTS, ILC
2. Mailing Address
▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ #▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ZIP 84041
Business Telephone: ( ▇▇▇ ) ▇▇▇-▇▇▇▇
If individual, answer question 3.
3. Date of Birth SS#
--------------- ------------------
If corporation, answer question 4.
4. Name of Corporation Fringe Benefit Analysts, LLC
▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇ #▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tax I.D. Number 87-
5. Previous addresses, past 5 years:
▇▇▇ ▇. ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Use separate page if necessary
6. Are you now licensed for
Life? Yes A&H? Yes
States: Utah, California, Arizona, Idaho & Wyoming
License No. Utah 3778
7. Give the following information regarding all current and past appointments
with life and/or health insurance companies:
-------------------------------------------------------------
FROM TO NAME OF COMPANY OK TO CONTACT?
MO/YR MO/YR ADDRESS OF HOME OFFICE [ ] YES
[ ] NO
-------------------------------------------------------------
FROM TO NAME OF COMPANY OK TO CONTACT?
MO/YR MO/YR ADDRESS OF HOME OFFICE [ ] YES
[ ] NO
-------------------------------------------------------------
FROM TO NAME OF COMPANY OK TO CONTACT?
MO/YR MO/YR ADDRESS OF HOME OFFICE [ ] YES
[ ] NO
-------------------------------------------------------------
FROM TO NAME OF COMPANY OK TO CONTACT?
MO/YR MO/YR ADDRESS OF HOME OFFICE [ ] YES
[ ] NO
-------------------------------------------------------------
8. Have you ever been convicted of a felony?. NO
(If 'yes' enclose details) --------
9. Do you owe an unpaid balance to any insurance company?
NO (If 'yes' enclose details)
-------
I certify that the answers to the above questions are true. I agree to comply
with all regulations imposed by Medical Life Insurance Company and/or the
Insurance Department. I understand and agree that I will not solicit business
until MLI has notified me that I have been authorized to do so. I further
certify that I am free to contract with Medical Ufe Insurance Company.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Manager
---------------------------------- ----------------
Signature of applicant
11/2/98
----------------------------------
Date
E. If any coverage described is terminated by ML! or the group or by both
for any reason or cause, all right to commissions that might otherwise
have occurred hereunder on such policy shall cease. No commissions shall
accrue on any coverage issued to any employee under the conversion
privilege in the policy.
F. In the case of termination of this Agreement, commissions shall continue
to be paid as set forth in Section V of this Agreement.
IV. TERM/TERMINATION. This Agreement is for an inaefinite term. Either party
may terminate this Agreement upon thirty (30) days written notice to the
other party; however, breach of the conditions or provisions hereof or
fraud will cause this Agreement to terminate immediately upon MLI's written
notice to Agent. This Agreement shall termi- nate automatically upon the
termination, suspension or expiration of the Agent's license.
V. CONTINUATION OF PAYMENT AFTER TERMINATION. Upon the termination of this
Agreement for reasons other than Agent's breach, fraud, or the termination,
suspension or expiration of Agent's license; and subject to MLI's
reservation of rights under Section I above; and subject to Agent remaining
the agent of record for the applicable account(s), MLI will continue to pay
Agent the regular renewal commissions for all premiums collected for the
time period set forth in the Commission Schedule. If such terminaiton is
the resut or Agent's death, MLI will pay said commissions for said time
period to Agent's estate, unless applicable state law provides otherwise.
Notwithstanding any provisions to the contrary, MLI shall continue to own
the underlying business regardless of the reason for termination of this
Agreement.
VI. RECORDS. The Agent shall maintain proper records of business transacted
under this Agreement and shall make such records available to MLI upon
request.
VII. PRINTED MATERIAL. MLI will furnish the Agent all supplies, applications,
circulars and other printed matter necessary for doing business under this
Agreement. The Agent agrees not to publish or distribute any circulars,
advertisements or other matter referring to MLI without first securing the
written approval of MLI. All printed matter and supplies so furnished are
the property of MLI and must be promptly returned to MLI upon request.
VIII.LIMIT OF AUTHORITY. The Agent is not authorized to: (a) extend credit for
MLI; (b) alter, waive or modify any of the terms, conditions or limitations
of any policy issued; (c) effect any verbal agreement or contract of
insurance; nor (d) effect any contract of insurance except by means of
authorized policy forms according to our underwriting rules and
regulations. The Agent shall have no authority other than expressly granted
in this Agreement. No forbearance or neglect on the part of MLI to insist
upon compliance by the Agent with the terms of this Agreement shall be
construed as or constitute a waiver of any of the terms of this Agreement.
The Agent has no authority to collect or issue a receipt for any premiums
other than the initial premiums collected with applications for group
insurance. Any authority otherwise granted under this Agreement shall end
upon termination of this Agreement.
IX. DISCONTINUANCE OF POLICY FORMS. We may discontinue or withdraw from the
Agent any policy plan scheduled herein or hereafter and may fix commissions
and renewal commissions on any policy not scheduled herein.
X. GOVERNING LAW. This Agreement is governed and construed in accordance with
the laws of the State of utah. All disputes with regard to this Agreement
or any part thereof, unless settled amicably, must be submitted to
arbitration at the domicile of Medical Life Insurance Company, Cleveland,
Ohio. Arbitration shall be conducted by three arbitrators, one appointed by
the Agent, one appointed by MLI, and one appointed by the named
arbitrators.
XI. ASSIGNMENT. Neither this Agreement nor any of the benefits the Agent
accrues hereunder shall be assigned or transferred either in whole or in
part without the written consent of ML).
XII. INDEMNIFICATION, HOLD HARMLESS. The Agent agrees to indemnify and hold MLI
harmless from all loss, expense, cost and liability resulting from
unauthorized acts or transactions by said Agent or any other persons
engaged or acting on the Agent's behalf.
XIII.NOTICE. All notices required by this Agreement shall be in writing and
shall be deemed sufficiently given and delivered at the time of mailing
thereof it sent by regular mail to the principal place of business of
either party.
XIV. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties hereto and no modification. amendment, change or discharge of any
provision of this Agreement shall be valid or binding unless the same is in
writing and signed by all parties hereto.
AGENT CONTRACT
GROUP
HealthWise, an Independent Licensee of the Blue Cross and Blue Shield
Association (hereinafter referred to as "the Plan") hereby contracts with:
Agency Fringe Benefit Analysts, LLC (hereinafter referred to as "Agent") To act
as the Plan's Agent, having been duly licensed as an insurance agent/broker by
the State of Utah for solicitation of applications for insurance offered by the
Plan. The parties hereby agree:
Appointment & Relationship
The Agent is an independent contractor authorized to solicit applications for
group insurance on behalf of the Plan. The execution of this contract shall not
be deemed to create an employer-employee relationship between the Plan and the
Agent.
The Agent is authorized to submit applications to the Plan for acceptance or
rejection and to collect the appropriate premium due for subject applications.
The Agent shall be free to exercise his/her/its own judgment concerning who
he/she/it solicits on behalf of the Plan and the rime and place of solicitation,
subject to provisions of this Agreement, applicable statutes, governmental
regulations, and production requirements implemented by the Plan and subject to
application eligibility requirements. The Agent agrees to follow the guidelines
set out in the Plan's Agent/Broker Manual, which are subject to change from time
to time.
The Agent assumes responsibility for all expenses incurred pursuant to conduct
of business under this Agreement.
Authority
The Agent shall obtain any and all licenses required by the State of Utah, local
laws or regulations. The Agent shall make no representations with respect to the
Plan's health care coverage except as may be contained in the written material
prepared and furnished to the Agent by the Plan, and shall not make any oral or
written alteration, modification, or waiver of any term or condition applicable
to that coverage without the express written consent of the Plan.
The Agent is not authorized to extend credit for or make any commitment on
behalf of the Plan. The Agent shall have no authority other than expressly
specified in this Agreement. No Agent is authorized to collect premium beyond
the initial application premium for insurance which will be directly billed by
the Plan. The Agent agrees not to illegally withhold any funds, rebate any
premiums, or otherwise violate any applicable statute or regulation pertaining
to the solicitation of insurance or the licensing or activities of insurance
agents.
1
Compensation
Agent shall receive a monthly commission on all business (as defined in the
Agent/Broker Commission Schedule which is contained in the then current
Agent/Broker Manual unless otherwise negotiated).
Commissions payable under this Agreement shall be paid so long as this Agreement
is in effect, the business has health coverage with the Plan written through the
Agent (as evidenced by a current letter of record), and the Agent continues to
service the business.
Commissions shall not be payable unless and until the premiums to which they
apply are received by the Plan, and Agent has complied with the terms of this
Agreement.
The Plan shall have the right to discontinue writing or to alter the health care
coverage under any contract executed between any business and the Plan according
to the terms of the contract. If the Plan rescinds the contract with the
business and returns premiums, the Agent shall repay to the Plan, upon demand,
the amount of commissions Agent has received on the returned premiums.
Litigation/Venue
The Agent shall indemnify and save harmless the Plan from any and all claims,
liability, attorney fees, costs, and damage or loss occurring by reason of any
failure by Agent or Agent's employees to comply with this Agreement or any
applicable law or regulation. The Agent further agrees to be covered and to
cover his/her/its employees by an errors and omissions policy of insurance to
such an extent as is consistent with currently accepted practice within the
insurance business, and will provide to the Plan a Certificate of Insurance
evidencing such insurance. Agent agrees to notify Plan immediately if Agent's
errors and omissions policy is cancelled or amended to limit its coverage in any
material respect.
In the event of any dispute or controversy concerning the construction,
interpretation, performance, or breach of this Agreement, arising between the
Plan and Agent, the same shall be submitted to binding arbitration under the
appropriate rules of the American Arbitration Association. Any arbitration shall
be conducted in Salt Lake City, Utah, unless mutually agreed otherwise by the
parties. Fees associated with initiating an arbitration proceeding under this
paragraph shall be split equally between and advanced by the parties; subject,
however, to final apportionment by the arbitrator in his or her award. The
parties agree that the arbitrator's award shall be binding and may be enforced
in any court having jurisdiction thereof by filing a petition for enforcement of
said award.
Advertising
The Agent agrees that all printed matter, applications, sales literature and
other written material furnished by the Plan remains the property of the Plan,
subject to its control at all times and will be returned to the Plan upon
2
request. The Agent shall not employ or make use of any advertisement or material
in which the Plan's name, licensed service ▇▇▇▇(s), and/or corporate symbols are
contained, without the express prior written consent of the Plan (and owner, if
other than the Plan).
Agent Sub-appointments
The Agent may not appoint Subagents under this Agreement and will exercise all
authority conferred herein personally or through his/her/its employees and no
others.
Appointment Fees
Agent shall reimburse Plan for the amount of the Plan's expense to appoint,
re-appoint, maintain appointment, or cancel appointment of Agent with the
appropriate governmental agency(s). At Plan's discretion, such reimbursement may
be withheld from commissions due to Agent.
Reports & Records
The Plan agrees to remit to Agent a Commission Schedule on a monthly basis
depicting the products sold, the premiums produced, and a commission paid
thereon.
A report as referred to above shall be deemed to be accurate unless either party
makes an objection thereto within thirty (30) days of the date of the provision
of such report to Agent.
The Plan shall have the right to audit Agent at Agent's regular place of
business during normal business hours.
Agent agrees to reimburse Plan for the expenses of any audit arising out of the
fraud or intentional misrepresentation of the Agent.
Refunds
The Plan may reject any application for insurance solicited by the Agent without
specifying reason and return any premium. In the event premium is refunded on a
policy, no compensation will be remitted to an Agent and/or commission remitted
must be returned to the Plan.
Indebtedness
Any indebtedness of an Agent to the Plan is deemed to be a first lien on any
compensation commission due or payable. The Agent is responsible to repay any
commission payment made in error by the Plan.
Assignment
No assignment of compensations or benefits may be transferred by the Agent
without prior written acceptance by the Plan.
3
Termination
This Agreement may be cancelled at any time, by either party, by the giving of
ninety days prior written notice to the other party. Termination shall take
effect on the ninetieth day after such notice is given or such later date as is
specified in the notice. In the event of termination, the commissions payable
hereunder shall be paid only up to the effective date of termination.
This Agreement will automatically terminate if, at any time, the license granted
to the Agent from the State of Utah is suspended, cancelled, surrendered, or
otherwise terminated and/or if the Agent breaches any provision of the
Agreement, commits any fraudulent act or fails to follow the guidelines set out
in the Plan's Agent/Broker Manual, as amended.
If the Agent should change his/her/its residence from the State of Utah,
evidence of effective non-resident Utah State licensure and re-appointment with
HealthWise shall be required within sixty (60) days to receive continuous
payment of commissions. If evidence of effective non-resident Utah State
lieensure and re-appointment with HealthWise is received after the sixty (60)
day grace period, commissions will be payable only from the re-appointment date
forward.
Upon termination of this Agreement, all material furnished to Agent by the Plan
shall be promptly returned to the Plan.
Vesting
In the event of Agent's death or permanent disability, renewal compensation
shall be paid to the Agent's personal representative duly licensed in disability
and health by the State of Utah Insurance Department, so long as the Plan
continues to utilize the services of agents in the sales and servicing of its
products.
Waiver
Failure of the Plan to enforce any provision or regulation of this Agreement
shall not constitute a waiver. Sole Agreement This Agreement terminates and
supersedes all prior agreements between Agent and Plan relative to policies
issued through Agent after the effective date.
Sole Agreement
This Agreement terminates and supersedes all prior agreements between Agent and
Plan relative to policies issued through Agent after the effective date.
4
Effective Date
This contract shall be effective as of the date of the Plan's signature and
execution, below, provided Agent has paid the fee charged by the Plan for
appointment.
I accept this Contract subject to the terms and conditions contained herein.
Fringe Benefit Analysts, LLC
------------------------------------
Agency Name (please print)
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Authorized Signature
Manager
------------------------------------
Title (if applicable)
11/2/98
------------------------------------
Date
- FOR PLAN USE ONLY-
In witness whereof, this Contract has been signed and executed on this______ day
of _________________.
------------------------------------
Plan
------------------------------------
Title
Rev. 8/93 hartallh.pm6
--------------------------------------------------------------------------------
5
AGENT CONTRACT
GROUP AND INDIVIDUAL
Blue Cross and Blue Shield of Utah (hereinafter referred to as "the Plan")
hereby contracts with Agency Fringe Benefit Analysts, LLC hereinafter referred
to as "Agent")
To act as the Plan's Agent, having been duly licensed as an insurance
agent/broker by the State of Utah for solicitation of applications for insurance
offered by the Plan.
The parties hereby agree:
Appointment & Relationship
The Agent is an independent contractor authorized to solicit applications for
group and individual insurance on behalf of the Plan. The execution of this
contract shall not be deemed to create an employer-employee relationship between
the Plan and the Agent.
The Agent is authorized to submit applications to the Plan for acceptance or
rejection and to collect the appropriate premium due for subject applications.
The Agent shall be free to exercise his/her/its own judgment concerning who
he/she/it solicits on behalf of the Plan and the time and place of solicitation,
subject to provisions of this Agreement, applicable statutes, governmental
regulations, and production requirements implemented by the Plan and subject to
application eligibility requirements. The Agent agrees to follow the guidelines
set out in the Plan's Agent/Broker Manual, which are subject to change from time
to time.
The Agent assumes responsibility for all expenses incurred pursuant to conduct
of business under this Agreement.
Authority
The Agent shall obtain any and all licenses required by the State of Utah. local
laws or regulations. The Agent shall make no representations with respect to the
Plan's health care coverage except as may be contained in the written material
prepared and furnished to the Agent by the Plan, and shall not make any oral or
written alteration, modification, or waiver of any term or condition applicable
to that coverage without the express written consent of the Plan.
The Agent is not authorized to extend credit for or make any commitment on
behalf of the Plan. The Agent shall have no authority other than expressly
specified in this Agreement. No Agent is authorized to collect premium beyond
the initial application premium for insurance which will be directly billed by
the Plan. The Agent agrees not to illegally withhold any funds, rebate any
premiums, or otherwise violate any applicable statute or regulation pertaining
to the solicitation of insurance or the licensing or activities of insurance
agents.
1
Compensation
Agent shall receive a monthly commission on all business (as defined in the
Agent/Broker Commission Schedule which is contained in the then current
Agent/Broker Manual unless otherwise negotiated).
Commissions payable under this Agreement shall be paid so long as this Agreement
is in effect, the business has health coverage with the Plan written through the
Agent (as evidenced by a current letter of record), and the Agent continues to
service the business.
Commissions shall not be payable unless and until the premiums to which they
apply are received by the Plan. and Agent has complied with the terms of this
Agreement.
The Plan shall have the right to discontinue writing or to alter the health care
coverage under anv contract executed between any business and the Plan according
to the terms of the contract. If the Plan rescinds the contract with the
business and returns premiums, the Agent shall repay to the Plan. upon demand,
the amount of commissions Agent has received on the returned premiums.
Litigation/Venue
The Agent shall indemnify and save harmless the Plan from any and all claims,
liability, attorney fees. costs, and damage or loss occurring by reason of any
failure by Agent or Agent's employees to comply with this Agreement or any
applicable law or regulation. The Agent further agrees to be covered and to
cover his/her/its employees by an errors and omissions policy of insurance to
such an extent as is consistent with currently accepted practice within the
insurance business, and will provide to the Plan a Certificate of Insurance
evidencing such insurance. Agent agrees to notify Plan immediately if Agent's
errors and omissions policy is cancelled or amended to limit its coverage in any
material respect.
In the event of any dispute or controversy concerning the construction,
interpretation, performance, or breach of this Agreement, arising between the
Plan and Agent, the same shall be submitted to binding arbitration under the
appropriate rules of the American Arbitration Association. Any arbitration shall
be conducted in Salt Lake City, Utah, unless mutually agreed otherwiseby the
parties. Fees associated with initiating an arbitration proceeding under this
paragraph shall be split equally between and advanced by the parties; subject,
however, to final apportionment by the arbitrator in his or her award. The
panics agree that the arbitrator's award shall be binding and may be enforced in
any court having jurisdiction thereof by filing a petition for enforcement of
said award.
Advertising
The Agent agrees that all printed matter, applications, sales literature and
other written material furnished by the Plan remains the property of the Plan,
subject to its control at all times and will be returned to the Plan upon
2
request. The Agent shall not employ or make use of any advertisement or material
in which the Plan's name, licensed service ▇▇▇▇(s), and/or corporate symbols are
contained, without the express prior written consent of the Plan (and owner, if
other than the Plan).
Agent Sub-appointments
The Agent may not appoint Subagents under this Agreement and will exercise all
authority conferred herein personally or through his/her/its employees and no
others. Appointment Fees Agent shall reimburse Plan for the amount of the Plan's
expense to appoint, re-appoint, maintain appointment, or cancel appointment of
Agent with the appropriate governmental agency(s). At Plan's discretion, such
reimbursement may be withheld from commissions due to Agent.
Reports & Records
The Plan agrees to remit to Agent a Commission Schedule on a monthly basis
depicting the products sold, the premiums produced, and a commission paid
thereon.
A report as referred to above shall be deemed to be accurate unless either party
makes an objection thereto within thirty (30) days of the date of the provision
of such report to Agent.
The Plan shall have the right to audit Agent at Agent's regular place of
business during normal business hours.
Agent agrees to reimburse Plan for the expenses of any audit arising out of the
fraud or intentional misrepresentation of the Agent.
Refunds
The Plan may reject any application for insurance solicited by the Agent without
specifying reason and return any premium. In the event premium is refunded on a
policy, no compensation will be remitted to an Agent and/or commission remitted
must be returned to the Plan.
Indebtedness
Any indebtedness of an Agent to the Plan is deemed to be a first lien on any
compensation commission due or payable. The Agent is responsible to repay any
commission payment made in error by the Plan.
i;
Assignment
No assignment of compensation or benefits may be transferred by the Agent
without prior written acceptance by the Plan.
3
Termination
This Agreement may be cancelled at any time. by either party, by the giving of
ninety days prior written notice to the other party. Termination ▇▇▇▇▇ take
effect on the ninetieth day after such notice is given or such later date as is
specified in the notice. In the event of termination, the commissions payable
hereunder shall be paid only up to the effective date of termination.
This Agreement will automatically terminate if. at any time, the license granted
to the Agent from the State of Utah is suspended, cancelled, surrendered, or
otherwise terminated and/or if the Agent breaches any provision of the
Agreement, commits any fraudulent act or fails to follow the guidelines set out
in the Plan's Agent/Broker Manual, as amended.
If the Agent should change his/her/its residence from the State of Utah,
evidence of effective non-resident Utah State licensure and re-appointment with
Blue Cross and Blue Shield of Utah shall be required within sixty ('60) days to
receive continuous payment of commissions. If evidence of effective non-resident
Utah State licensure and re-appoint- ment with Blue Cross and Blue Shield of
Utah is received after the sixty (60) day grace period, commissions will be
payable only from the re-appointment date forward. Upon termination of this
Agreement, all material furnished to Agent by the Plan shall be promptly
returned to the Plan.
Vesting
In the event of Agent's death or permanent disability, renewal compensation
shall be paid to the Agent's personal representative duly licensed in disability
and health by the State of Utah Insurance Department, so long as the Plan
continues to utilize the services of agents in the sales and servicing of its
products.
Waiver
Failure of the Plan to enforce any provision or regulation of this Agreement
shall not constitute a waiver.
Sole Agreement
This Agreement terminates and supercedes all prior agreements between Agent and
Plan relative to policies issued through Agent after the effective date.
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Effective Date
This contract shall be effective as of the date of the Plan's signature and
execution, below, provided Agent has paid the fee charged by the Plan for
appointment.
I accept this Contract subject to the terms and conditions contained herein.
Fringe Benefit Analysts, LLC
------------------------------------
Agency Name (please print)
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Authorized Signature
Manager
------------------------------------
Title (if applicable)
11/2/98
------------------------------------
Date
- FOR PLAN USE ONLY-
In witness whereof, this Contract has been signed and executed on this______ day
of _________________.
------------------------------------
Plan
------------------------------------
Title
Rev. 8/93 hartallh.pm6
--------------------------------------------------------------------------------
5
AGENT APPLICATION
Regence
Blue Cross Blue Shield of utah
An Independemt Licencee of the
Blue Cross and Blue Shield Association
Agent/Agency Name: FRINGE BENEFIT ANALYSTS, LLC .
(Please print - must read exactly as the name listed on
your Insurance License)
Business Address: Residence Address:
▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇ #▇ ---------------------------------
▇.▇. ▇▇▇ ▇▇▇ ---------------------------------
Layton. UT 84041 ---------------------------------
Daytime Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Send commissions and mail to: [X] Business [ ] Residence
Birthdate: ________________
Insurance License #: _______________ Social Security #: ______
Organization License #: 3778 Tax ID #: ▇▇-▇▇▇▇▇▇▇
------------- ----------------
If partnership or corporation, list name, address and birthdate of all
partners/officers (attach additional page if needed):
▇▇▇▇▇ ▇. ▇▇▇▇, President, ▇▇▇▇ ▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇ 07/17/60
▇▇▇▇▇ ▇. ▇▇▇▇, Vice-President, ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ 08/30/54
▇▇▇▇▇▇ ▇. ▇▇▇▇, Sec./Treas, ▇▇▇▇ ▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ 11/Q8/33
Licensed in: [X] Life & Disability [X] Property/Casualty [X] Securities
Which States: Utah CA, ID, AZ & WY
Years experience in Life/Accident and Health: ___
List Life/Health companies you currently represent:
See attached list
Current errors and omissions policy must be in force and maintained in order to
be appointed with Regence BlueCross BlueShield of Utah.
Errors & Omissions Policy #: NAL-25463
Carrier: NALU/Affinity Insurance Services
Have you ever been convicted of a felony? No
Have you ever had your insurance/security license suspended or revoked? NO
If yes, please explain:
Have you ever been terminated, suspended or put on probation by any health
carrier? No If yes, please explain:
________________________________________________________________________________
________________________________________________________________________________
/s/ ▇▇▇▇▇ ▇▇▇▇ 11/02/98
------------------------------------ -------------------------------
Applicant Signature Date
NOTE: APPLICATION MUST BE ACCOMPANIED BY A COPY OF INSURANCE LICENSE
AND COMPLETED, SIGNED CONTRACT(S)
WHITE COPY - Marketing YELLOW COPY - Cash Services PINK COPY - Agent/Agency
(Please return the WHITE and YELLOW copies to Regence BlueCross
BlueShield of Utah)
6