EXHIBIT 10.2
Translated From Japanese
SPECIAL CONTRACT AGREEMENT ON AGENCY COMMISSION RULE
IA Partners (hereinafter called First Party) and American Family Life Assurance
Company of Columbus (hereinafter called Second Party) enter into this agreement
with regard to the business support money and the priority booth support money
that Second Party pays First Party as Article 11th of the agency business
consignment contract and the special contract on agency commission rule
(hereinafter called This Special Contract) in the followings:
ARTICLE 1ST (SPECIAL CONTRACT CONCERNING AGENCY COMMISSION)
1. Of new contracts to which Second Party accepted First Party's submitting to
Second Party between from June 1, 2008 to the last day of May, 2009, for the
agency commission of the policy contract that fills the standard that Second
Party separately provided, the special contract shall be provided as shown in
the following each paragraph.
(1) First year commission
Second Party shall not pay the commission at the first year of the business
support money object contract to First Party. However, instead of not paying the
commission at the first year, Second Party shall pay the business support money
at the first year providing in the 2nd article 1st clause 1st paragraph and the
priority booth support money providing in the 3rd article 1st clause to First
Party.
(2) Commission since the next fiscal year
Second Party shall not pay the commission since the next fiscal year of the
business support money object contract to First Party. However, instead of not
paying the commission since the next fiscal year, Second Party shall pay the
business support money since the next year providing in the 2nd article 1st
clause 2nd paragraph to First Party.
(3) Continuing of maintenance and service business
Not related to the former each paragraph provided, about the business support
money object contract, First Party should do maintenance, service, etc of the
agency business consignment contract providing in the 1st article 1st clause 3rd
paragraph.
2. The insurance product that becomes the object provided in the former each
paragraph shall be assumed to be insurance related to the cancer related
insurance, medical related insurance, and the special contract added
respectively (limiting it when adding to the main contract simultaneously).
However, not relating to the insurance product, the special contract midway
addition doesn't become the object of providing in the preceding clause.
3. About the insurance product other than the insurance product provided in the
preceding clause, when it makes the object of providing in clause 1, it shall
separately be decided by the conference between First Party and Second Party.
4. Not related to the former each paragraph provided, the policy contract
acquired because First Party jointly did the insurance raising business etc with
another agency or marketing support shall not be included in the business
support money object contract.
[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED TEXT IS INDICATED BY AN
"*".
ARTICLE 2ND (BUSINESS SUPPORT MONEY)
1. The business support money that Second Party pays First Party shall be
assumed in the following each paragraph. About the handling of the consumption
tax related to the business support money, it shall be assumed the including tax
system at the time of mutual agreement. However, when the agency commission rate
based in This Special Contract was revised (hereinafter called Standard Agency
Commission Rate), it shall calculate again based on the standard agency
commission after the charge was revised in the following each paragraph
provided, and shall adjust it after conferring between First Party and Second
Party.
(1) Business support money at the first year
To the income insurance of the business support money object contract at each
month (from 1st month to 12th month), the amount of money in which *% is
multiplied is paid according to providing in the 2nd clause.
(2) Business support money since the next fiscal year
To the income insurance of the business support money object contract at each
month (from 13th month to 60th month), the amount of money in which *% is
multiplied is paid according to providing in the 2nd clause. After 61st month,
the business support money since the next fiscal year is not paid at all.
2. Among the amount of money received to the deposit account of Second Party
during last month as insurance related to the business support money object
contract, to the insurance that will be summed up by the insurance summing up
day of the deadline of this month (however, in the amount of money received to
the deposit account of Second Party as insurance by the day of the end of the
month beforehand, the amount of money in which the summing up processing will
not be done by the insurance summing up due date of last month is contained),
the business support money will be paid to the deposit account of the First
Party name that First Party specifies by the end of this month.
3. First Party tries the year conversion insurance of new contract (acceptance
base, hereinafter called Acceptance New Contract AP) to achieve * million yen or
more per year, the business support money in the 1st clause is used for the
sales promotion to contribute to the maintenance and improvement of the agency
business of Second Party.
ARTICLE 3 (PRIORITY BOOTH SUPPORT MONEY)
1. The priority booth support money that Second Party pays First Party shall be
made as follows. About the handling of the consumption tax related to the
priority booth support money; it shall be assumed the including tax system at
the time of mutual agreement. However, when the agency commission rate is
revised, it shall calculate again the priority booth support money based on the
Standard Agency Commission after the charge was revised in the following each
paragraph provided, and shall adjust it after conferring between First Party and
Second Party.
[Priority booth support money]
For a booth in which it gives priority to agency business of Second Party in
First Party (it makes it to ten seats a booth, hereinafter called Priority
Booth), * per booth is paid according to providing in the 2nd clause.
2
2. Between from Jun 1, 2008 up to the end of May, 2009, First Party and Second
Party will confirm the number of Priority Booth at the time of the end of every
month by the report of First Party by the end of next month, the amount of money
in which * is multiplied by the number of Priority Booth of the confirmation
month concerned, it pays with business support money as Priority Booth support
money on the business support money payment day of the confirmation month
concerned.
3. First Party tries Acceptance New Contract AP to achieve * million yen or more
per year, the Priority Booth support money in the 1st clause is used for the
sales promotion to contribute to the maintenance and improvement of the agency
business of Second Party and for securing and the maintenance of Priority Booth.
ARTICLE 4TH (TERMS OF PAYMENT OF BUSINESS SUPPORT MONEY AND PRIORITY BOOTH
SUPPORT MONEY)
About the conditions are needed that Second Party may pay First Party the
business support money and the priority booth support money shall be shown in
the following each paragraph.
(1) First Party tries to suppress the failure rate (withdrawal and refusal, etc.
are contained) in the business support money object contract to 15% or less on
the average. However, when the failure rate exceeds the numerical value
concerned by the special reason that Second Party admits, but not limited to.
(2) First Party maintains 90% or more on the average on the persistence rate of
13 months, 70% or more on the average on the persistence rate of 61 months, and
55% or more on the average on the persistence rate of 121 months in the business
support money object contract respectively.
ARTICLE 5TH (SETTLEMENT OF ACCOUNTS OF PRIORITY BOOTH SUPPORT MONEY)
For the priority booth support money providing in the 3rd Article 1st clause,
First Party and Second Party are assumed that the year conversion insurance
(however, the approval base that considered failure rate, hereinafter called New
Approval Contract AP) of new contract related to the business support money
object contract per booth of the priority booth at each month is *, * is paid as
the base amount per booth of the priority booth. Then, about the business
support money object contract to provide in following (1), (2), (3) and (4)
respectively, when New Approval Contract AP at each month is * over or
insufficient, according to the excess and deficiency rate of New Approval
Contract AP concerned, First Party and Second Party adjusts the amount of money
(less than one yen rounding off) in which the excess and deficiency rate and the
number of priority booths are multiplied by the amount of * of the priority
booth support money according to the following (1), (2), (3) and (4). When
Second Party judges that it cannot adjust by the adjustment day concerned, the
adjustment day can be postponed after it notifies First Party beforehand.
Note
(1) About the business support money object contract that Second Party
accepted between from June 1, 2008 to the end of Sep, 2008, it is settled
on the day of the payment of business support money of Jan, 2009.
(2) About the business support money object contract that Second Party
accepted between from October 1, 2008 to the end of December, 2008, it is
settled on the day of the payment of business support money of April,
2009.
(3) About the business support money object contract that Second Party
accepted between from January 1, 2009 to the end of March, 2009, it is
settled on the day of the payment of business support money of July, 2009.
3
(4) About the business support money object contract that Second Party
accepted between from April 1, 2009 to the end of May, 2009, it is settled
on the day of the payment of business support money of October, 2009.
ARTICLE 6TH (PROHIBITION OF THE CHARGE AGENCY CHANGE AND CONTRACT TRANSFER)
1. About the business support money object contract, First Party is assumed
that the charge agency change to another agency shall not be done as a
rule. However, when Second Party judges that the charge agency change to
protection of the policy holder, based on other reasonable reason etc, and
another agency is necessary, First Party can change the charge agency. In
this case, after it confers on both parties, First Party is restored a
necessary equivalent value to Second Party. The transfer charge shall be
paid by First Party.
2. About the business support money object contract, First Party is assumed
that the contract transfer of First Party between where has gone office
shall not be done.
ARTICLE 7TH (CONFIDENTIALITY)
First Party and Second Party observe the obligation of confidentiality provided
in the agency business consignment contract, all information on the opponent
including the existence of This Special Contract is assumed to be a secret
treatment, do not disclose and leak to third parties other than First Party and
Second Party irrespective of the reason, and do not use for the purposes other
than the target accomplishment of This Special Contract. Or First Party and
Second Party limit the person who takes part in information on support concerned
by own persons engaged to the minimum requirement, the measures that do not
disclose and leak excluding the person to whom concerned is limited is taken.
ARTICLE 8TH (RELEASE OF THIS SPECIAL CONTRACT)
1. Although during the validity term of This Special Contract, after being
notify the opponent by the document by three months prior, First Party and
Second Party can release all or parts of this special contract.
2. Not relating to the rule in the preceding clause, when First Party
corresponds one of the following each paragraph, Second Party can release
all or parts of This Special Contract without the notification at any
time.
(1) When First Party receive the cancellation or blotting out those who
recruit it registration, the cancellation of business, the disposal
of the stop etc. from the supervisory authority.
(2) When the act of violating such as the violation of Insurance
Business Law, violation of the protection of individual information
method, violation of Financial Instruments Sales Law, and other law
is done.
(3) When the act of violating is done to the violation of the agency
business consignment contract, the violation of the agency
commission rule, this violation of This Special Contract and the
decision between other First Party and Second Party.
(4) When disappearing due to cancelling the agency business consignment
contract and others.
(5) When the fraudulent means to Second Party and other foul deeds
exist.
4
(6) When the xxxx or the check that First Party is drawn or undertaken
becomes dishonored or when it falls into the state of payment stop
or insolvency.
(7) When there is an attachment, provisional attachment or provisional
disposition or when those statements are performed or when there is
a coercive collection etc of the statement of the auction or tax and
public dues.
(8) When there is a bankruptcy procedure beginning, a corporate
reorganization procedure beginning, civil affairs rehabilitation
proceedings beginning or special liquidation beginning, etc or there
is a statement about a procedure concerning these.
(9) When dissolution is resolved or when it resolves to transfer all or
important parts to do business to the third party.
(10) When the reason to make the implementation of this special contract
difficult is caused by the disaster and the labor disturbance and
others
(11) Other than each paragraph the former, when it is admitted that the
change takes place in the property, confidence or the business etc
of First Party, and the implementation of This Special Contract
might become difficult.
ARTICLE 9TH (EFFECT OF RELEASE)
1. When This Special Contract is released based on providing the former
article, Second Party shall discontinue the payment of Business Support
Money and Priority Booth Support Money to First Party at once.
2. When This Special Contract is released based on providing in the 2nd
clause of the former article, from amount in which the operation earnings
equivalent value (the annual interest *%) to obtain Second Party when the
standard agency commission rate is applied is added to the total of
business support money and priority booth support money paid to First
Party already, the agency commission equivalent value that First Party is
related to the business support money object contract from which the
standard agency commission rate should be paid to First Party when
recapitulating is restored and the amount of money where the balance
exists is restored to Second Party at once. The transfer charge shall be
paid by First Party.
ARTICLE 10TH (PROHIBITION OF TRANSFER OF RIGHTS, ETC)
Without prior approval by the document of Second Party, First Party shall not
transfer or succeed the right or obligation and the position as the charge
agency based on This Special Contract to the third party, or not supply to the
purpose of the mortgage.
ARTICLE 11TH (ALTERATION OF CONTRACT)
The content of the description of This Special Contract can be changed only
according to the document with the signature and seal or the sign autograph of
the person who has a right authority of First Party and Second Party.
ARTICLE 12TH (VALIDITY TERM)
The validity term of This Special Contract shall be from May 1, 2008 to the end
of June, 2014.
5
ARTICLE 13TH (CONTINUING ARTICLES)
Although the expiry of term and after the end of release, etc of This Special
Contract, Article 4th (Terms of payment of business support money and priority
booth support money) paragraph 2nd, Article 5th (Settlement of accounts of
priority booth support money), Article 6th (Prohibition of the charge agency
change and contract transfer), Article 7th (Confidentiality), Article 9th
(Effect of release), Article 10th (Prohibition of transfer of rights, etc),
Article 14th (Mutual agreement of jurisdiction) and Article 15th (Separate
conference) provided don't lose their validity.
ARTICLE 14TH (MUTUAL AGREEMENT OF JURISDICTION)
When the necessity of the filing of suit is caused in relation to This Special
Contract, First Party and Second Party agree on having Tokyo District Court and
making it to the exclusive mutual agreement jurisdiction court of the first
trial beforehand.
ARTICLE 15TH (SEPARATE CONFERENCE)
About the matter not provided in This Special Contract or the matter where the
doubt is caused to This Special Contract, First Party and Second Party follow
the decision between First Party and Second Party of the agency business
consignment contract, the agency commission rule and others. About the matter
not provided even in these decisions or the matter where the doubt is caused,
decide with sincerity after the conference agreement between First Party and
Second Party.
ARTICLE 16TH (ABOUT BUSINESS SUPPORT MONEY AND PRIORITY BOOTH SUPPORT MONEY
AFTER FISCAL YEAR 2009)
About the business support money and the priority booth support money after
fiscal year 2009, First Party and Second Party can decide after the separate
conference and mutual agreement between First Party and Second Party.
As proof of this special contract conclusion, two of this contract is made and
First Party and Second Party with signature and seal have the one respectively.
FIRST PARTY:
/s/ Xxxxxx Xxxx
Representative Director and President
IA Partners, Inc.
Nishi-Shinjuku Showa Building 00X,
0-00-00 Xxxxx-Xxxxxxxx, Xxxxxxxx-xx, Xxxxx
SECOND PARTY:
/s/ Xxxxxxx Xxxxxx
Corporate Business Manager,
American Family Life Assurance Company of Columbus
Shinjuku Xxxxxx Xxxxxxxx
0-0-0, Xxxxx-Xxxxxxxx, Xxxxxxxx-xx, Xxxxx
Xxxxxx, 0000
6
