EXHIBIT 10.7
DESIGNATED AGENCY OFFICER AGREEMENT
THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN SUMMIT LIFE AND ANNUITY COMPANY
("COMPANY") AND THE UNDERSIGNED DESIGNATED AGENCY OFFICER ("OFFICER").
IN CONSIDERATION OF THE MUTUAL COVENANTS IN THIS AGREEMENT, IT IS AGREED THAT:
1. AUTHORITY
(a) Officer shall have the authority to solicit applications for life insurance
contracts and annuity contracts issued by Company (collectively, "Policies") in
accordance with the terms of Agreement. Officer is entitled to solicit only
those Policies for which a commission schedule is in effect and has been
delivered to Officer by Company ("Commission Schedule"). Company may withdraw,
supplement or amend any Commission Schedule at any time and may deliver to
Officer additional Commission Schedules relating to new Policies. Company may,
at its discretion, withdraw any Policy from sale at any time.
(b) Officer shall exercise his best judgment as to the persons or businesses to
be solicited and the time, place and manner of solicitation. In the performance
of his duties hereunder, Officer shall be an independent contractor acting on
his/her own behalf and for his/her own account. Officer shall have no
authority, expressed or implied, to act in any manner or by any means for or on
behalf of Company in any capacity other than that of an independent contractor,
and no authority to act in any manner except as herein expressly set forth or as
it may from time to time be requested in writing by Company. Officer is not
authorized or empowered to waive, release or vary the terms of any Policy or in
any manner grant indulgence to any policyholder. No authority may be implied
from the authority expressly granted herein.
(c) Officer may recommend subagents to be appointed by Company for the purpose
of soliciting Policies.
(d) Officer shall conform with all rules, manuals, Commission Schedules, and
guides of Company as may from time to time be provided to Officer by Company.
(e) Officer shall have no authority to amend or modify any of the terms, or
conditions of the Policies, or any rates set forth on the applicable Commission
Schedule. Officer shall have no authority to commit Company to any payment or
course of action or obligate Company in any manner.
(f) Officer may sell policies other than the Policies of the Company. However,
in the event Officer sells such policies, Company shall have no responsibility
for the nature, quality or the service of such polices. NOTWITHSTANDING
anything to the contrary contained herein, Officer hereby agrees to indemnify
and hold harmless Company, its shareholders, directors, officers, employees and
agents from and against any claim,
demand, liability, action or cause of action of whatsoever kind or nature
arising out of or in any manner connected with the sale of any policies other
than those of Company.
(g) Officer shall not deliver any Policy unless, to the best of his/her
knowledge and belief, the applicant is in insurable condition for the applicable
Policy at the time of delivery, and unless the first premium has been fully
paid. Company may refuse to process any application or issue or amend any
Policy.
(h) Officer has the authority to accept premiums on Policies in accordance with
the rules set forth herein or otherwise provided by Company. Any such premiums
collected by Officer shall be made payable to Company and held in trust separate
and apart from Officer's funds and shall be immediately delivered to Company in
the full amount received. OFFICER IS NOT AUTHORIZED TO ACCEPT ON BEHALF OF
COMPANY ANY PREMIUM CHECKS WHICH ARE MADE PAYABLE TO OFFICER.
(i) Officer shall, at Company's request and in accordance with Company's
instructions, account for all Policies, receipts, premiums, and any other monies
received, and/or property and supplies, including rate books, applications, and
all other books and papers connected with Company's business. Company may, at
any time, audit and make copies of such records and accounts.
2. COMMISSIONS:
(a) Officer shall be compensated under this Agreement by Commissions
("Commissions) payable according to the applicable Commission Schedule relating
to Policies which are produced by Officer. Company shall only pay Commissions
on premiums which are due and received by Company, and such Commissions shall be
compensation in full for all services performed and all expenses incurred by
Officer for the solicitation of Policies.
(b) Company may, at any time and from time to time, change the Commission
schedule for any or all Policies; provided however, that the Commission from any
policy shall not be less than that set forth in the Commission Schedule in
effect for such Policy at the issue date. Furthermore, Company may, at its
discretion, withdraw any Policy from sale at any time.
(c) Commissions shall not be paid on premiums waived or commuted by reasons of
death or disability of the insured or exercise of Policy options by the
policyholder, unless Company otherwise agrees in writing to pay Commission.
(d) Company may, at its option, pay Commissions based on a special marketing
concept of Company. The terms and conditions of such a special marketing
concept and related Commissions shall be agreed to in writing by Officer and
Company.
(e) Commissions in an amount less than one hundred dollars ($100.00) may be
held by Company and all such amounts held shall be paid to Officer at the end of
each calendar year. After termination without cause, no further compensation
will be paid if the total
amount of commissions is less than $300.00 in any calendar year subsequent to
the year in which this Agreement terminated.
(f) Company may demand proof of delivery of the Policy to the policyholder
and/or proof of the expiration of the "Free Look" period before paying
Commissions on the related Policy.
(g) Payments of all Commissions earned by the sales of Policies shall be made
solely to Officer or, at the option of Company, to his designee.
(h) Officer shall indemnify, defend, and hold Company and its assigns harmless
from and against any losses, damages, claims, suits, penalties, fines,
forfeitures, legal fees, related costs, and other costs and expenses arising
from or relating to any suit, claim or demand brought against Company by any
part other than Officer for the repayment of Commissions.
(i) Commission adjustments: (1) Replacement: With respect to any Policy
issued to replace an existing Policy, Company shall adjust Officer's Commission
payable on the reissued Policy unless Company, at its discretion, otherwise
agrees to pay some portion or all of such Commissions. (2) Lapses: With
respect to Policies which are cancelled for any reason within the first year
following the Policy effective date, Company may chargeback to Officer the
entire first-year Commission paid on such Policy. (3) Cancellation: In the
case of misrepresentation or misunderstanding at the time of solicitation or
application for any Policy or upon delivery thereof, or upon exercise of a right
granted pursuant to the terms of the "Free Look" provision of any Policy,
Company may return the premium paid thereon and cancel the Policy. Company may
chargeback to Officer the entire Override paid on such Policy. (4) Return of
Commissions: Officer shall return to Company within five (5) days of written
demand the applicable portion (or all) of any Commissions with respect to any
Policy which is (A) not issued, (B) not taken out, or (C) subject to the
application of either clause (1), (2) or (3) immediately above.
(j) Prior to paying any Commission(s) to a corporate Officer, Company may
require evidence satisfactory to it that such Officer or any subagent is
authorized by applicable state law to solicit Policies on behalf of, and to have
any Commissions (if any) paid to, such corporation and that such corporation (i)
is duly organized, validly existing and in good standing under the laws of the
state of its incorporation, (ii) is qualified to transact business in and is in
good standing under the laws of each state in which Polices are solicited or is
otherwise exempt by applicable law from such qualification, (iii) has a current
and valid license to solicit Policies in every state in which a Policy is
solicited, and (iv) has otherwise complied with all laws and regulations
applicable to the licensing of corporations in such states, including, without
limitations, the payment of all applicable fees and charges.
3. TAXES, BONDS, LICENSES, AND EXPENSES:
(a) Officer shall have a current and valid license in every state in which a
Policy is solicited by Officer.
(b) Company may pay all initial licensing fees that may be required in any
jurisdiction in which Officer solicits Polices. Company may pay Officer
licensing renewal fees. Officer will pay all other fees including, but not
limited to, bonding fees, examination fees and license renewal fees not
otherwise paid by Company.
(c) Company will bear expense of application forms, medical examination forms
and the various papers necessary to writing and servicing Policies.
4. ADVERTISING:
At Company's discretion, it will furnish to Officer all forms, advertising
materials, circulars and other printed matter requested by Officer. Officer is
prohibited from using any other advertising material for solicitation of Polices
without first receiving Company's written approval. Within five (5) days
following termination of this Agreement, all unused supplies shall be returned
to Company.
5. LIENS AND OFFSETS:
(a) Company may offset against any claim of Officer for Commissions, any loans
and advances made by Company to Officer any loan or advance which Officer has
guaranteed and which is in default.
(b) Company shall have no obligation to pay any Commission to Officer, or his
assigns or designees, under this Agreement or under any other agreement with
Company now or hereafter existing as long as Officer is indebted to Company.
6. ASSIGNMENTS:
This Agreement, including the payment of Commissions payable thereunder, may not
be assigned by either party hereto, without the written consent of the other
party.
7. LITIGATION:
Officer agrees to indemnify and hold Company harmless from and against any
costs, losses, damages, claims, fines, expenses, legal fees, or related costs
that Company may incur arising from or relating to any suit, claim, demand,
action, or proceeding relating to the subject of insurance and resulting from
any act, omission or misrepresentation on the part of Officer of any of
Officer's subagents. Officer shall not bring a cause of action against any
applicant for a Policy, any of Company's policyholders or any of Company's
agents in connection with the solicitation of an application for a Policy, the
receipt of an
application for a Policy, or the issuance of a Policy without the prior consent
of Company.
8. TERMINATION:
(a) Without Cause: This Agreement may be terminated at any such time by
Officer or Company without cause upon thirty (30) days written, oral, telephone,
or telegraph notice. If such notice is not in writing, it shall be promptly
confirmed in writing. In the event Officer or Company terminates this Agreement
without cause, Company will pay Commissions to Officer on premiums received as
of the date of termination and will thereafter continue to pay Commissions
pursuant to the applicable Commission Schedule(s) on premium received for
Policies in force upon date of termination of this Agreement.
(b) For Cause: This Agreement may be terminated by Company at any time for
cause if, at Company's discretion, Officer (1) wrongfully withholds any funds or
Policies from Company; (2) willfully and knowingly fails to comply with the
laws, or regulations of any insurance regulatory authority; (3) fraudulently
misrepresents any Policy, product or service offered by or through Company; (4)
willfully and knowingly fails to comply in any manner with the terms of this
Agreement; (5) defrauds Company; (6) fails to acquire any license required by
law in connection with the solicitation and/or sale of an insurance product;
(7) causes his/her license as an agent to be revoked by any state or other
insurance regulatory agency; (8) willfully and knowingly furnishes to Company
false information of a material nature; (9) induces any agent or employee of
Company to terminate his/her agreement with Company; (10) attempts to induce
policyholders of Company to relinquish their Polices (except in those cases
where such relinquishment is in the best interest of the policyholder); (11)
endeavors to induce any agent or employee of Company to do any of the preceding
acts. Company shall terminate this Agreement for cause by sending to Officer at
his last known address a written notice of such termination which shall be
effective immediately upon mailing. Upon termination for cause by Company,
Officer shall have no further rights under this Agreement to any Commissions
otherwise payable under the terms of this Agreement.
If this Agreement is terminated without cause and cause is later determined to
exist, then rights of Officer under this Agreement shall end from the date of
the action giving rise to termination for cause.
(c) Death of Officer: This Agreement shall be automatically terminated upon
the death of Officer. Upon the termination of this Agreement due to the death
of Officer, all Commissions payable hereunder shall be paid by Company to
Officer's estate.
9. RIGHTS OF THIRD PARTIES:
This Agreement is for the exclusive benefit of the parties hereto, and except as
otherwise expressly provided herein, no other person or entity, including agents
or creditors of any
party hereto, shall have any right or claim against any party hereto or be
entitled to enforce any provision of this Agreement against any party.
10. WAIVER:
The failure of Company to insist upon strict compliance with any of the terms of
this Agreement shall not constitute a waiver of any such conditions or
obligations.
11. PRIOR AGREEMENTS:
This Agreement constitutes the entire Agreement between Company and Officer and
supercedes any and all contracts, stipulations and agreements, written or oral,
existing between Company and Officer prior to its effective date.
12. AMENDMENTS:
No modification, amendment, change or waiver of this Agreement, or any part
thereof, shall be valid unless in writing and signed by Officer and a duly
authorized officer of the Company.
13. MISCELLANEOUS:
(a) Officer does not have the exclusive right to any product or sales
territory.
(b) This Agreement shall be binding upon and inure to the benefit of Company
and upon Officer.
(c) Wherever used, the singular umber shall include the plural and the plural
the singular where the context requires, and the use of any gender shall be
applicable to all genders.
14. GOVERNING LAW AND JURISDICTION:
This Agreement shall be subject to, interpreted and governed by, the laws of the
State of Oklahoma, and each party hereto agrees that the venue for any
litigation shall be in Oklahoma County, Oklahoma.
SUMMIT LIFE AND ANNUITY COMPANY
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▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
OFFICERS COMMISSION SCHEDULE
This Compensation Schedule forms a part of your Agreement and is subject to all
provisions thereof. Compensation will be paid on premiums earned by the Company
from applications procured by You on which the Company has issued a policy and
while this Compensation Schedule is in effect. Compensation shown is expressed
as a percentage of premium earned by the Company.
Annuity
First Year 3%
Compensation for any benefit rider will be at the same rate as the policy to
which the rider is attached if the optional benefit can be only added as a
rider. If the optional benefit can also be issued as a policy, the compensation
will be paid as if the optional benefit were issued as a policy.
MINIMUM COMPENSATION
The minimum commission check issued by the Company is $25.00. Amounts less than
$25.00 will be accumulated and paid when the total is at least $25.00. After
termination without cause, no further compensation will be paid if the total
amount of compensation is less than $300.00 in any calendar year subsequent to
the year in which Your Contract terminated.
OTHER COMPENSATION
Compensation on any plan of insurance not listed will be determined by the
Company. No compensation will be payable on premiums waived on any type of
insurance or annuity under the provisions of a disability clause or a payor
insurance clause. The Company will determine the method of record keeping and
computation of any Bonus.
WITNESS the following signatures:
DESIGNATED AGENCY OFFICER
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▇▇▇▇▇ ▇. "▇▇▇" ▇▇▇▇▇ & Associates, Inc.
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(agent number)
BY:
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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(print name)
SUMMIT LIFE AND ANNUITY COMPANY
BY:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President
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June 1, 1997
