Common use of Substitute Products Clause in Contracts

Substitute Products. (a) At any time during the Term, an Insurance Company may propose in writing that any of its insurance company Affiliates offer, in place of any Product then offered by the Insurance Company through Distributor (an “Existing Product”) in the Territory, a substitute product and if (i) such insurance company Affiliate has been assigned a financial strength rating of at least Aa3 by ▇▇▇▇▇’▇ Investors Service, Inc. (or any successor thereto) or at least AA- by Standard and Poor’s (or any successor thereto) and (ii) such substitute product is substantially the same as the Existing Product in the terms, total compensation, consumer pricing, wholesaler coverage, training and support, features and service standards and metrics (a “Substitute Product”), then Distributor shall distribute such Substitute Product in place of the Existing Product. (b) The insurance company Affiliate that offers such Substitute Product shall have the same rights under this Agreement with respect to the Substitute Product as the Insurance Company possessed with respect to the Existing Product. By way of illustration and without limiting the generality of the foregoing, if the Insurance Company was entitled to provide the Existing Product on a non-exclusive, Level Playing Field basis through Distributor, such insurance company Affiliate shall be entitled to provide the Substitute Product on a non-exclusive, Level Playing Field basis through Distributor in place of such Existing Product. (c) Distributor and such insurance company Affiliate will enter into an addendum to this Agreement in the form of Schedule 2.6(c) attached hereto in respect of the Substitute Product. The insurance company Affiliate of the Insurance Company providing the Substitute Product shall bear reasonable costs incurred by Distributor in connection with or arising out of the replacement of the Existing Product with the Substitute Product.