IDS Life Insurance Company of New York
Recruiting and Training Manager License Agreement
This is an Agreement, made at Minneapolis, Minnesota, by and between IDS Life
Insurance Company of New York and you,
(Print Full Name)
executed and effective as of the date shown on the last line of this Agreement.
It defines your relationship with IDSL-NY as a Recruiting and Training Manager.
Both you and IDSL-NY promise to comply with the terms of this Agreement and any
properly executed Riders to this Agreement.
Section I--Definitions
1. For purposes of this Agreement, the terms listed below have the special
meanings shown.
(a) "IDSL-NY" means IDS Life Insurance Company of New York.
(b) "IDS" means IDS Financial Services Inc. (formerly IDS Marketing
Corporation).
(c) "Affiliate" means any partnership, business, trust, company or
corporation affiliated with IDSL-NY at any time while this Agreement is
in effect.
(d) "Planner" means Personal Financial Planner and Sales Representative.
(e) "Services" means financial planning, advisory, securities brokerage,
tax or other financial Services.
(f) "Products" means certificates, stock, other securities or investments,
lending products, life insurance and annuity policies and contracts,
and other insurance products.
(g) "Records and Materials" means all records, files, manuals, blanks,
forms, materials, supplies, stationery, literature, seminar materials,
computer software, licenses, papers and books that IDSL-NY or an
Affiliate furnishes or leases to you
for use, with or without charge, or that you create or prepare, including
notes, memos and works of authorship, in connection with the
performance of this Agreement.
(h) "Client" means a person or entity who (1) purchases or holds a Product
or Service acquired from or through IDSL-NY or an Affiliate or one of
their Planners with the consent of IDSL-NY or the Affiliate, or (2)
authorized IDSL-NY, an Affiliate or one of their Planners to make
personal financial planning presentations to it or its employees or
members, or (3) is a member of a Client's household.
Section II--Appointment
1. You are employed as a Recruiting and Training Manager by IDS pursuant to an
agreement, the terms of which prohibit you from acting as an insurance agent
while acting on behalf of IDS, and you may find it necessary or desirable in
certain circumstances to undertake activities which are reserved by law to
insurance agents. IDS has advised IDSL-NY that it will waive the full-time
requirement of its employment agreement with you to the extent necessary for
you to act as an agent of IDSL-NY, but only upon the express condition that
you will receive no compensation from IDSL-NY.
2. IDSL-NY appoints you to act as an agent of IDSL-NY in connection with your
activities as a Recruiting and Training Manager, but only in accordance with
this Agreement and you accept that appointment.
Section III--Business Activities of Manager
Your duties as a Recruiting and Training Manager may include activities
necessitating you to act as an agent of IDSL-NY. You will not exercise any
greater control over the Planners or managers of IDSL-NY or an Affiliate than is
authorized by such company.
Section IV--Duties
Through this Agreement IDSL-NY engages you as an independent contractor to:
1. Seek applications for insurance policies and annuity contracts.
2. Promptly deliver premium receipts and policies originating from applications
so sought, but only when the applicant appears to be in good health and the
initial premium (if required) has been duly paid.
3. Immediately report and remit to IDSL-NY any payments for initial premiums
originating from applications so sought or other money or property you may
collect or receive on behalf of IDSL-NY without commingling the same with
your own funds or property.
4. In dealing with Clients or prospective Clients, fully explain the terms of
any insurance policy or annuity contract, make no untrue statements and
state all relevant facts.
Section V--Status of Manager
1. Nothing in this Agreement can be interpreted as creating an
employer-employee relationship between IDSL-NY and you or between any
representative of IDSL-NY and you.
2. You will pay all expenses and fees you incur while carrying out the terms of
this Agreement and will comply with all applicable laws, ordinances and
regulations.
3. You will, before conducting any activities under this Agreement, obtain any
licenses or registrations required by law or IDSL-NY and a fidelity or
surety bond satisfactory to IDSL-NY and will maintain them in force until
this Agreement is terminated.
4. This Agreement will terminate upon cancellation or non-renewal of any
license, registration or bond you are required to have by the terms of this
Agreement.
Section VI--Undertakings by Manager
1. You must have written approval from IDSL-NY or an Affiliate before you issue
or use in any way any materials about insurance policies or annuity
contracts distributed by IDSL-NY or an Affiliate or about them.
2. You will abide by all rules, regulations and policies of IDSL-NY and IDS.
3. You cannot alter or change the provisions of any insurance policy or annuity
contract distributed by IDSL-NY. You also cannot incur any liability or
expense on behalf of IDSL-NY.
4. You agree to and authorize the assignment of any debt you owe IDSL-NY to
any Affiliate. You also agree to repay any assigned debt to the assignee.
Section VII--Compensation
You will not receive any compensation from IDSL-NY for any of your activities
under this Agreement.
Section VIII--Termination
1. This Agreement will terminate upon your death, your total and permanent
disability, your retirement or the termination of your IDS Recruiting and
Training Manager Agreement with IDS.
2. This Agreement may be terminated by either party without cause upon 30 days'
written notice to the other party and for cause may be terminated
immediately by IDSL-NY. A breach by you of any provision of this Agreement
will terminate this Agreement.
3. If IDSL-NY believes that it may have the right to terminate this Agreement
for cause, IDSL-NY can notify you that it is investigating whether cause for
termination exists. This suspension can be given instead of terminating the
Agreement, in order to provide time for determining the facts. Until the
notice is retracted, it has the same effect on your rights as a notice of
termination for cause. When the investigation has been completed, if not
before, IDSL-NY will notify you whether your suspension is lifted or the
Agreement is terminated for cause. If the Agreement is terminated, the
termination takes effect on the date you received the notice of suspension.
4. (a) All Records and Materials are the property of IDSL-NY, an Affiliate
or one of their associated companies. All rights to Records and Materials
that you prepare or create in connection with the performance of this
Agreement are hereby assigned to IDSL-NY. You agree that you will not
reproduce or allow the reproduction of the Records and Materials in any
manner whatsoever except pursuant to written policy or consent of
IDSL-NY.
(b) You are responsible for the safekeeping of these items. Such Records and
Materials are open to inspection by IDSL-NY at any time during your
normal business hours. You must return them and all copies of them to
IDSL-NY at any time on request. When this Agreement ends, all of these
items remain IDSL-NY property. You must return all of them, together
with any licenses you have or control, without demand or compensation.
(c) While this Agreement is in effect and after it ends, you agree that you
will not reveal the contents of any IDSL-NY property or allow them to be
revealed, except in connection with carrying out your duties under the
Agreement. You will not reveal the names and addresses of IDSL-NY
Clients or any other information about them, including financial
information. You also will not reveal any of this information about
potential Clients, to whom a presentation has been made by an IDSL-NY
Planner, who might reasonably be expected to do business with IDSL-NY or
an Affiliate. You will not allow any of this information about Clients
or potential Clients to be revealed.
(d) You agree that the identity of Clients and potential Clients is
confidential information. For one year after this Agreement ends, you
agree not to use any such information in connection with any business in
competition with IDSL-NY or an Affiliate.
5. (a) You must not, without the written consent of IDSL-NY, use any
information you acquired while this Agreement was in force in a manner
adverse to the interests of IDSL-NY or an Affiliate. You also must
not:
(1) Encourage or induce anyone to terminate an agreement with IDSL-NY
or an Affiliate without IDSL-NY's consent;
(2) Encourage or induce any annuity or policy holder to give up a
policy or contract;
(3) Promote or make unwarranted claims against IDSL-NY or an
Affiliate.
(b) All of the above provisions apply while the Agreement is in effect and
after it ends.
6. For one year after this Agreement ends, you agree that you will not, in the
territory where you acted as a Recruiting and Training Manager under this or
any other agreement with IDSL-NY or an Affiliate, directly or indirectly
offer for sale, sell or seek an application for any Product or Service
issued or provided by any company to or from a Client you contacted, dealt
with or learned about while you represented IDSL-NY or an Affiliate or
because of that representation. You are excepted from this restriction only
if you carry out these activities as a Planner or manager of IDSL-NY or with
the written consent of IDSL-NY.
7 You must not do anything to damage the goodwill of IDSL-NY or an Affiliate.
8. (a) You agree that:
(1) The violation of the provisions in paragraphs 4, 5, 6 and 7 of this
section will result in damage to IDSL-NY that cannot be determined
exactly and for which IDSL-NY has no adequate remedy under the law;
and that
(2) IDSL-NY has the specific right to enforce these provisions; and that
(3) IDSL-NY is entitled to an injunction to keep you from violating the
provisions or to enforce them.
(b) If a dispute involving this Agreement is submitted for arbitration under
the Code of Arbitration Procedure of the National Association of
Securities Dealers or otherwise, you agree that IDSL-NY is entitled to
an injunction by a court of competent jurisdiction to keep you from
violating these restrictions while the arbitration is pending.
Section IX--Termination Claims
You have no claim against IDSL-NY for profits, anticipated profits or earnings
under the terms of this Agreement or your employment agreement with IDS as a
Recruiting and Training Manager. You also have no claim against IDSL-NY for a
refund or reimbursement of any funds you have advanced or expenses you have paid
or incurred in connection with your responsibilities under this Agreement or for
any other reason.
Section X--Miscellaneous
1. This Agreement is a New York contract, governed by New York law.
2. If IDSL-NY waives any provision of this Agreement, the waiver applies only
to that provision, not to any other parts of the Agreement. A waiver is
effective only when it is in writing and signed by an authorized IDSL-NY
officer.
3. If the laws of any state prohibit any provision of this Agreement, the laws
apply only to that provision. They do not invalidate the remaining portion
of the Agreement.
4. Any notice to IDSL-NY under this Agreement must be given to the home office
of IDSL-NY in Albany, New York. Any notice given to you under this Agreement
is considered to have been given if delivered to you in person or mailed to
your last known address on file with the IDSL-NY home office in Albany.
You and IDSL-NY both acknowledge that no oral or written representations were
made about this Agreement or about the relationship between you and IDSL-NY that
are not set forth in this Agreement. Your rights and IDSL-NY's rights are
governed only by this Agreement and by any other subsequent written agreements
or riders between you and IDSL-NY and signed by an authorized officer of
IDSL-NY.
Section XI--Nonassignable
You may not assign this Agreement without IDSL-NY's written consent.
Section XII--Prior Agreements
This Agreement terminates and supersedes any existing agreements between the
parties whether executed effective the same date as this Agreement or otherwise.
However, this provision does not impair your right to any commissions or
overwriting payable under such an agreement for business written under that
agreement or your right to any compensation earned and unpaid under that
agreement.
Section XIII--Effective Date
In witness of the provisions of this Agreement as described above, you and
IDSL-NY have entered into this Agreement with the understanding that it becomes
effective on _______________________, 19__.
IDS Life Insurance Company of New York
Recruiting and Training Manager Assistant Secretary
D.O. Number
Planner No.
(To be executed in duplicate - one copy to be returned to Recruiting and
Training Manager.)
