This Brokerage Distribution Agreement (“Agreement”) is made by and between, Core Benefits Group Inc. a New Hampshire corporation, located at 2 Village Green Rd, Suite 1A, Hampstead, New Hampshire, 03841 (“Core Benefits Group Inc.”), and the undersigned acting as a producing general agency (“GA”).
1.1. “Producer.” A Producer is an appropriately licensed employee, broker or independent agent contracted with GA who: (a) becomes appointed with a Carrier after GA extends an invitation to apply for appointment as a Producer; and (b) is authorized to submit applications for the Insurance Products after applying for such authority through a Carrier’s standard operating procedures; and (c) assigns all right to Commissions and other compensation for Issued Business to GA, and is compensated by GA.
1.2. “Carrier.” The insurance carriers set with whom Core Benefits Group has a contract to market and sell certain insurance products.
1.3. “Carrier Agreement.” Any agreement between Core Benefits Group and a Carrier pursuant to which Core Benefits Group has obtained rights to market and sell certain insurance products of Carrier.
1.4. “Commission.” Commission means the commission payable by GA to a Producer from the GA Compensation paid by Core Benefits Group to GA, as determined by GA.
1.5. “GA Compensation.” GA Compensation is the percentage of compensation payable by Core Benefits Group to GA out of the Total Compensation, as set forth in Appendix I.
1.6. “Total Compensation.” Total Compensation is the total amount of compensation payable by a Carrier to Core Benefits Group in connection with Issued Business.
1.7. “Overwrite Commission” Commissions paid by a Carrier in additional to commissions paid direct to a producing agent.
1.8. “Additional Commission” Additional Commission paid to GA based on minimum production requirements.
1.9. “Minimum Production” Minimum production required to qualify for Additional Commission.
2. LICENSING, APPOINTMENT AND TRAINING.
2.1. Before offering Insurance Products to any potential clients, GA shall be, and shall ensure that each Producer is, properly licensed, trained, and appointed by the appropriate Carrier in each jurisdiction in which GA and the Producer will offer Insurance Products, and all such licenses and appointments must be maintained during the term of this Agreement.
2.2. Each Carrier and Core Benefits Group will be free to conduct any background investigations on those recommended producers to whom GA extends an invitation to apply for appointment as a Producer, including any background investigations required by the Violent Crime Control Act.
2.3. Notwithstanding anything to the contrary herein, any Carrier or Core Benefits Group may, in their respective discretion, reject a prospective Producer’s initial appointment with such Carrier, reject the renewal of any appointment of any Producer, or rescind or terminate the appointment of any Producer, by notifying GA.
3. PAYMENT OF LICENSING FEES.
3.1. GA and the Producers will be solely responsible for state licensing and appointment fees, other state appointment requirements, and state renewal appointment fees. Core Benefits Group will have no responsibility for such fees.
3.2. GA and the Producers will be solely responsible for city, county and other license fees and taxes required of GA or the Producers. Core Benefits Group will not have responsibility for such fees or taxes.
4. GA COMPENSATION.
4.1. Core Benefits Group will pay GA the GA Compensation for Issued Business produced by the Producers after the Effective Date of this Agreement in accordance with the Insurance Products and Compensation Schedule set forth in Appendix I.
4.2. GA acknowledges and agrees that (i) a Carrier may change the amount of Total Compensation payable to Core Benefits Group in accordance with the applicable Carrier Agreement, which changes may apply to Total Compensation to existing business issued or with effective date(s) prior to the change, and (ii) any such change shall result in a corresponding change to the GA Compensation payable or paid to GA.
4.3. GA acknowledges and agrees that, if premium is returned or Issued Business lapses within a certain time of issue with or without a return of premium, then the Total Compensation payable to Core Benefits Group by a Carrier may be reduced, as determined by Carrier in accordance with the applicable Carrier Agreement. In such event, if GA Compensation has been previously paid to GA, then the difference between the amount paid and amount actually due to GA based on any such reduction shall be considered a debt of GA to Core Benefits Group. Core Benefits Group may set off any debt owed by GA to Core Benefits Group against any amount owed by Core Benefits Group to GA. Other than set offs resulting from the termination of Issued Business (for any reason), Core Benefits Group will provide reasonable advance notice before exercising set off rights. If GA owes Core Benefits Group more than Core Benefits Group owes GA, then GA shall repay Core Benefits Group any deficient amount, within thirty (30) days of demand.
4.4. No GA Compensation shall be deemed earned or payable until the conditions for payment of the Total Compensation to Core Benefits Group have been met under the applicable Carrier Agreement. GA will not be entitled to be paid any GA Compensation related to Issued Business if Core Benefits Group has not received payment of the Total Compensation from the applicable Carrier.
4.5. Any compensation payable under this Agreement is subject to all applicable state and federal laws and regulations regarding sale of the Insurance Products.
4.6. GA acknowledges and agrees that it will not receive any GA Compensation if either GA or the selling Producer was not duly licensed by the applicable regulatory authority in the state of solicitation or sale.
5. SUSPENSION OF APPLICATIONS.
5.1. If a Carrier decides that it is necessary to temporarily suspend acceptance of all applications from all of such Carrier’s producers for any Insurance Product in any state, Core Benefits Group will use commercially reasonable efforts to give GA written notice indicating the date of the suspension promptly after receipt of any such notice from Carrier, but only to the extent such Carrier has not notified GA or the Producers of such suspension.
6.1. Neither party shall be permitted to issue any press release or other public disclosure regarding the relationship between the parties or this Agreement without the prior written consent of the other party. The parties may agree on some acceptable statements to be used in situations where circumstances prevent prior approval and delay would be detrimental to either party. Nothing herein shall prevent Core Benefits Group or GA from supplying the aforementioned information or making such statements or disclosures relating to this Agreement (or the terms and conditions thereof) as may be required by any filings with or any proceedings before any competent governmental authority, court or agency any such party may consider necessary in order to satisfy its obligations under applicable laws or regulations. Unless prohibited by law, the party supplying the information shall notify the other party as soon as practicable of the situation.
7. NOTICE OF SUIT OR REGULATORY ACTION.
7.1. Immediately upon receiving any summons, complaint or notice of governmental, criminal, civil, or regulatory action or investigation naming or referring to GA or any Producer relating to the sale of Insurance Products, GA will forward the documents to Core Benefits Group and each Carrier. Immediately upon receiving any inquiry, claim, or other correspondence related to the Issued Business or any Insurance Product GA will forward the documents to Core Benefits Group and each Carrier. GA shall notify Core Benefits Group and each Carrier immediately of: (a) any allegation or finding of fraud or misconduct by a regulatory authority or a court related to GA or any Producer, (b) the existence of litigation with an insurance carrier GA or any Producer contracts with or did contract with, (c) the termination of GA’s or any Producer’s appointment by any insurance carrier and/or (d) loss of any license necessary for GA or any Producer to conduct business under this Agreement. GA shall report any of the above events to Core Benefits Group and each Carrier within five (5) days of occurrence and provide all related documents upon Core Benefits Group or any Carrier’s request.
8. LIMITATIONS ON AUTHORITY.
8.1 Under no circumstances will GA represent to any person or entity that it or its Producers in any way represent Core Benefits Group or the applicable Carrier for any purpose not specifically covered by the terms of this Agreement. GA and its Producers are not authorized to make, alter or discharge contracts, to extend the time for payment of any premium, waive or extend any obligation or condition, or receive any money due or to become due to a Carrier or Core Benefits Group.
9. USE OF NAME, TRADEMARK, SYMBOL, TRADE STYLE OR INTERNET MATERIALS.
9.1. Neither party will use the other’s name nor any other name, trademark, symbol or trade style, if any, that is now or may hereafter be owned by the other party, except in the manner and to the extent that the other party may specifically authorize in writing. However, either party may refer to the relationship created by this Agreement without authorization. Upon termination of this Agreement, each party will immediately discontinue the previously authorized use of any name, trademark, symbol or trade style of the other party or any Affiliate.
10. RESPONSIBILITIES OF GA.
10.1. GA agrees to honor, and will ensure that Producers honor, any legally enforceable obligations to which they are subject that may impact or limit GA’s or Producer’s obligations under this Agreement or any agreement between a Producer with Core Benefits Group.
10.2. GA agrees to furnish, and to cause Producers to furnish, each Carrier with current and accurate medical and health information concerning applicants for Insurance Products. GA shall update, and will ensure that Producers update, such information if, prior to delivery of a policy for an Insurance Product, GA, or Producer become aware, or reasonably should know, that the information furnished to a Carrier regarding the applicant is no longer accurate. GA will not, and will ensure that its Producers do not, make delivery of a policy for an Insurance Product on behalf of a Carrier if GA or Producers have reasonable cause to believe that the health of the applicant has changed since the time of the application.
10.3. GA will be responsible for the reasonable and appropriate supervision and training of its Producers.
10.4. GA shall act, and will ensure that Producers act, in the policyholder’s best interest when recommending the purchase of an Insurance Product or a change of carriers. GA shall not, and will ensure that Producers do not, recommend the purchase of an Insurance Product to an applicant unless they have a reasonable belief that such purchase is suitable for applicant.
10.5. GA acknowledges that Core Benefits Group is subject to certain obligations and restrictions under the Carrier Agreements. Accordingly, GA agrees that it will comply, and will ensure that Producers comply, with all such obligations and restrictions applicable to Core Benefits Group, including without limitation as notified or requested by Core Benefits Group or any Carrier.
11. TERM AND TERMINATION.
11.1. This Agreement will be effective upon the Effective Date and will continue until terminated.
11.2. This Agreement may be terminated without cause for any reason or for no reason whatsoever by either party providing at least 30 days’ written notice to the other party of the termination date.
11.3. After the termination of this Agreement, Core Benefits Group and GA will each continue all duties and obligations assumed under Sections 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 21 of this Agreement until all policies and certificates for the Issued Business have terminated, except as maybe set forth specifically within these sections.
11.4. Effect of Termination on Compensation. (a) Subject to Section 5 and the reserved rights to modify Appendix I and GA Compensation pursuant to Section 4.2, and to the extent permitted by applicable law and regulations, following a termination of this Agreement payment of compensation for Issued Business that remains issued and in force shall continue to be made in the same manner as if the Agreement remained in force. GA shall continue to be liable for any charge backs pursuant to Section 6 and for any other amounts advanced by or otherwise due to Core Benefits Group or the applicable Carrier by GA. (b) Upon termination of this Agreement the parties shall reasonably cooperate with one another and continue to provide each other with such information as is necessary to service any Issued Business solicited by Producers that remain issued and in force, and to maintain and administer payments of compensation for such Issued Business. Any provisions of this Agreement that are necessary to effect the foregoing shall survive termination of this Agreement.
11.5. Notwithstanding anything to the contrary in this Agreement, Core Benefits Group may terminate this Agreement upon written notice to GA in the event of a change in control of GA, or a sale of GA’s business. Following the closing date of any such change of control or sale of GA’s business, GA shall provide Core Benefits Group with prompt written notice of such event (in no event more than thirty (30) days from the closing date), and shall provide such information regarding the transaction as Core Benefits Group may reasonably request.
12. BOOK AND RECORDS; RECORD RETENTION AND AUDIT RIGHTS.
12.1. All materials furnished to GA by Core Benefits Group or any Carrier are the property of Core Benefits Group or such Carrier, as appropriate. GA will be responsible for the care of the materials and will destroy these items upon termination of this Agreement unless retention is required by law. These materials include but are not limited to sales materials, rate books, policy record cards, customer lists, printed matter, or other supplies and copies in any media, including without limitation, photocopies, magnetic cards, compact discs, thumb drives or handwritten notes.
12.2. All similar materials furnished by GA to Core Benefits Group will be considered the property of GA. Core Benefits Group will be responsible for the care of those materials and will destroy the items upon termination of this Agreement, unless retention is required by law.
12.3. GA shall keep, and shall cause Producers to keep, all books and records relating to its obligations hereunder (“Records”), and agrees to retain those Records for a period of seven (7) years after any termination of this Agreement, or longer if required by applicable law or any Carrier Agreement. Core Benefits Group, the Carriers and their respective authorized agents shall have the right, on reasonable notice to GA, during regular business hours to audit GA’s Records. The provisions of this section shall survive any termination of this Agreement for the period of seven (7) years or longer if required by applicable law.
13. APPLICABLE LAW.
13.1.In the conduct of business and in the performance of its obligations under this Agreement, each party will comply with all applicable statutes, ordinances, rules and regulations of any and all federal, state and municipal regulatory authorities that apply to that party.
14.1. Any notice to be given hereunder shall be in writing and shall be deemed to have been given: (a) when delivered if given in person or by a courier service, (b) on the date of confirmed transmission if sent by facsimile, or (c) three (3) business days after being deposited in the U.S. mail, certified or registered, postage prepaid. Core Benefits Group may also give notice to GA by e-mail and/or by making the notice available through other electronic means.
15.1. If any disputes or differences of opinion arise between Core Benefits Group and GA, the parties must designate a high-ranking official authorized to make decisions on the party’s behalf to engage in good faith discussions for the purpose of reconciling the dispute or difference of opinion.
15.2. If a matter in dispute cannot be resolved pursuant to Section 15.1, the parties agree that all claims, disputes and other matters in question arising out of or relating to this Agreement, or the breach hereof, shall be decided by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in force at the time the demand is filed. The arbitration is to be held before an independent arbitrator mutually agreeable to the parties. Before beginning the hearings, the arbitrator must take an oath or provide an undertaking of impartiality. The location of the arbitration proceeding and hearing shall be in Hampstead, NH. The award when rendered by the arbitrator shall be final and it is agreed that judgment may be entered upon it in accordance with the Federal Arbitration Act in any court having competent jurisdiction. Notwithstanding anything in this Section 15.2 to the contrary, nothing in this Section 15.2 shall prevent or prohibit a party from obtaining specific enforcement, temporary or permanent injunctive relief or other equitable relief from a court of competent jurisdiction in lieu of or in addition to the resolution of any related claim or dispute pursuant to this Section 15.
16. HOLD HARMLESS.
16.1. GA will indemnify and hold Core Benefits Group, its Affiliates and their employees harmless from any and all claims, litigation, losses, liabilities, costs, fines, forfeitures, judgments, benefits paid and expenses, including reasonable attorneys’ fees (“Claims”) or breach, assessed against Core Benefits Group, its Affiliates or their employees, on account of or arising out of: (a) GA’s violation or breach of this Agreement; (b) any violation or breach by GA of its obligations under its agreements with Core Benefits Group, including failure of GA to repay Core Benefits Group for any loans, debts or other advances made to GA; (c) the unauthorized intentional or negligent misconduct or fraud of GA, its employees or its Producers under this Agreement or any Producer’s agreements with any Carrier or Core Benefits Group; (d) any errors or omissions of GA or its employees or Producers arising out of or in connection with the Insurance Products or Issued Business; or (e) any violation or breach of applicable law by GA or its employees or Producers. When Core Benefits Group is seeking indemnification from GA under this section, Core Benefits Group will give prompt notice of any Claim to GA, and GA will defend Core Benefits Group at Core Benefits Group’s request. GA may settle, at its sole expense, any Claim for which GA is responsible, provided that such settlement shall not limit, unduly interfere, or otherwise adversely affect the rights granted herein, either party’s obligations under this Agreement, or impose any additional liability on Core Benefits Group. Core Benefits Group reserves the right to employ counsel at its own expense and participate in the defense and/or settlement of any Claim.
17. INDEPENDENT CONTRACTOR.
17.1. Nothing contained in this Agreement will be construed to create the relationship of employer and employee between Core Benefits Group and GA or between Core Benefits Group and Producers. GA and Producers will be free to conduct business with persons at times and places as GA or its Producers may select.
18.1. This Agreement and any risk, obligation or interest arising under this Agreement may not be assigned by GA without the prior written consent of Core Benefits Group. Any change of control of GA will be deemed an assignment for purposes of this Agreement. Core Benefits Group shall have the right, without notice or limitation, to assign this Agreement or any rights and obligations hereunder including, but not limited to, indebtedness that GA owes to Core Benefits Group. Core Benefits Group may assign certain of its duties under this Agreement to an Affiliate without obtaining the written consent of GA.
19. MODIFICATION OF AGREEMENT.
19.1. Except as otherwise specified herein with respect to an Appendix, any modification, amendment or alteration of any other sections to this Agreement is not effective unless in writing and signed by the parties. Except as otherwise specified herein, Core Benefits Group shall have the right to amend this Agreement by providing ten (10) days prior notice to GA. GA’s continued submissions of applications thereafter shall constitute GA’s acceptance of any amended term(s).
20. NO CONFLICT.
20.1GA hereby represents to Core Benefits Group that GA is not subject to any agreement, covenant, understanding, or restriction that would prohibit GA from executing this Agreement or performing hereunder, or which would in any manner limit or affect its obligations hereunder. GA further represents to Core Benefits Group that it has disclosed its relationship with Core Benefits Group to any other person or entity to whom GA may be required to disclose in accordance with the terms of any agreement or understanding, implied or otherwise.
21.1 During the term of this Agreement and following its termination, GA shall not, and make every effort possible to ensure that its Producers shall not, directly or indirectly, either for GA or on behalf of any other person or entity, attempt to induce any customer to terminate, surrender, replace and/or exchange an Insurance Product, unless specifically requested to do so by customer without inducement by GA or its Producers. Furthermore, GA shall, and shall require its Producers to, comply with any Carrier Guidelines with respect to surrender, replacement and/or exchange of Insurance Products.
Intending to be legally bound, the undersign have executed this Agreement through their authorization: This agreement will be in effect until either party exercises their option to terminate this agreement as outlined in section 11.