ALL AMERICAN LIFE & Casualty Company
GENERAL AGENT
AGREEMENT
[GRAPHIC]
______________________________________________________________________________
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EFFECTIVE this 1st day of January, 1979, between ALL AMERICAN LIFE & Casualty
Company ("The Company") and Independent Research Agency for Life Insurance
("The General Agent") whose address is Fort Worth. Tarrant County, Texas
1. APPOINTMENT; AUTHORITY
The Company appoints the General Agent to procure and submit to the Company
applications for all types of insurance and annuities issued by the Company.
The General Agent is authorized to appoint Producers provided they are
properly licensed by the appropriate insurance regulatory authority. As used
herein, Producer shall mean any person who procures, supervises or otherwise
participates in the procurement of applications for insurance and annuities
for the Company.
2. PRODUCERS
(a) The General Agent shall submit to the Company a copy of every agreement
into which he enters with each Producer he appoints. Such agreements shall be
on forms approved by the Company.
The General Agent shall promptly notify the Company, in writing, upon
termination of any agreement with a Producer. The Company reserves the right
to require the General Agent to cancel the appointment of any Producer.
(b) The General Agent shall be responsible to the Company for the acts of his
Producers and his employees, and shall promptly report to the Company, in
writing, any known or alleged misappropriation of funds by such Producers or
employees regardless of whether such known or alleged misappropriation is
with respect to funds of this Company or funds of any other person or Company.
(c) The Company agrees to be and is hereby authorized and directed by the
General Agent to make payment on his behalf following termination of this
Agreement to Producers for compensation earned by them pursuant to the terms
of the applicable agreement with the General Agent on file with the Company.
3. COMPENSATION
The compensation of the General Agent shall be in the form of commissions,
bonuses and other allowances, if any, on business written by him and his
Producers in accordance with the Schedule of Compensation in effect at the
time of application for such business, which Schedule is made part of this
Agreement.
4. GENERAL PROVISIONS
(a) The General Agent agrees to comply with all applicable insurance laws and
regulations and with all the published rules, regulations and instructions of
the Company now in force and such as may be hereafter adopted.
(b) If the Company shall, either during the continuance of this Agreement or
after its termination, return the premium on any policy, the General Agent
agrees to repay the Company on demand any compensation received on premium so
returned.
(c) All monies or other property belonging to the Company, while in the
custody of the General Agent, shall be held by him in a fiduciary capacity
and shall be reported and transmitted to the Company in accordance with its
instructions.
(d) The General Agent shall maintain accurate records of his transactions on
behalf of the Company in a form satisfactory to the Company. Such books and
records shall be open for examination by authorized representatives of the
Company and shall remain the property of the Company. The General Agent shall
return all undelivered policies to the Company for cancellation in accordance
with its instructions.
(e) The General Agent, his Producers and his employees shall have no
authority to make, alter or modify any policy or receipt, nor to waive a
forfeiture or any provision or condition of any policy issued by the Company,
nor to incur any liability on behalf of or against the Company, except as
expressly provided herein or otherwise authorized in writing by the Company.
The General Agent is not authorized and agrees not to publish, issue or
circulate any advertising material, circular or pamphlet relating to the
Company or its products unless the same shall have been approved in writing
by an officer of the Company.
(f) If any lawsuit shall be brought against the Company in consequence of any
unauthorized action or statement of the General Agent, his employees or his
Producers, all costs and damages arising therefrom shall be paid by the
General Agent.
(g) The General Agent agrees to reimburse the Company for any payments made
or costs incurred as a result of any claim made by a Producer or an employee
of the General Agent against the Company.
(h) The Company shall have a prior lien on any and all sums of money due or
to become due to the General Agent under this or any prior Agreement with the
Company for any indebtedness, obligation or liability of the General Agent to
the Company; and the Company may at any time offset against such sums of
money the amount of any such indebtedness, obligation or liability.
It is understood that any "advance" or "commission advance" made by the
Company to the General Agent shall be a loan which shall create an
indebtedness of the General Agent to the Company repayable upon demand. The
Company can require an immediate repayment of such an indebtedness regardless
of whether or not future compensation payable to the General Agent appears to
be adequate to offset such indebtedness.
In the event the Company is required to pursue collection procedures in order
to collect any indebtedness, the General Agent agrees to be liable for any
and all Company expense so incurred.
(i) The General Agent shall pay all expenses incurred by him in the
performance of this Agreement.
(j) The General Agent may not assign any of his rights or interests hereunder
without the written consent of an authorized officer of the Company.
(k) The failure of the Company to exact strict compliance with the terms of
this Agreement, or the failure to declare any default when same shall become
known to it, shall not operate as a waiver of such terms nor release the
General Agent from his obligation to perform this Agreement strictly in
accordance with its terms.
(1) The Company reserves the right to discontinue writing all or any part of
its business in any jurisdiction upon written notice thereof to the General
Agent.
5. RELATIONSHIP
It is understood and agreed that the General Agent shall be considered an
independent contractor. As such, the General Agent shall be free to exercise
his own independent judgment as to the persons he solicits, the time and
place of solicitation and the Producers he appoints. No other provision of
this Agreement nor any rule or regulation of the Company shall be construed
to abridge this freedom or create the relationship of employer and employee
between the Company and the General Agent or between the Company and a
Producer or employee of the General Agent.
6. TERMINATION
(a) The General Agent's withholding or converting to his own use funds or
property of the Company, an applicant or insured, shall constitute an
automatic breach of this Agreement, which shall forthwith terminate, and all
rights of the General Agent to compensation hereunder or otherwise payable on
termination of this Agreement shall be forfeited.
(b) This Agreement shall automatically terminate upon (i) the death or
disability of the General Agent, if the General Agent be an individual, (ii)
the dissolution of the partnership, if the General Agent be a partnership,
(iii) the dissolution of a corporation, if the General Agent be a corporation
or (iv) violation by the General Agent of any of the provisions of this
Agreement. Disability of the General Agent shall mean the total and permanent
disability of the General Agent as evidenced by the receipt of, or
qualification for, Social Security disability benefits.
(c) This Agreement, unless otherwise terminated as provided above, may be
terminated either by the Company or the General Agent by giving the other
party thirty days notice in writing at the last known address of such other
party.
Termination of this Agreement shall automatically terminate any previous
Agreement between the Company and the General Agent.
7. COMPENSATION AFTER TERMINATION
If this Agreement be terminated other than as provided in Paragraph 6(a)
hereof, the General Agent shall receive compensation with respect to premiums
paid to and accepted by the Company on and after the effective date of such
termination as follows:
(a) On business written by the General Agent and his Producers under this
Agreement the compensation will be as provided in the Schedule of
Compensation of this Agreement.
(b) On business written by the General Agent and his Producers prior to the
Date of this Agreement the compensation will be as provided under the terms
of any previous Agreements, except as otherwise provided in the Schedule of
Compensation.
Any payment becoming due the General Agent under the terms of this Paragraph
shall continue to be subject to Paragraph 4(h) hereof.
8. PRIOR AGREEMENTS
This Agreement is substituted in place of all prior verbal or written
agreements between the Company and the General Agent and the provisions
hereof shall be applicable to all business written by the General Agent and
his Producers prior to the Date of this Agreement except as may be otherwise
specifically provided herein.
Executed in duplicate by the Company and the General Agent to be effective as
of the day and year written above, which is the Date of this Agreement.
Independent Research Agency for Life Insurance ALL AMERICAN LIFE & Casualty Company
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Name of General Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ [ILLEGIBLE]
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General Agent Authorized Officer
(TO BE EXECUTED IF GENERAL AGENT IS A CORPORATION)
GUARANTEE
The undersigned do hereby severally, individually and jointly guarantee to
ALL AMERICAN LIFE & Casualty Company the full and faithful performance and
discharge of all the duties, responsibilities, conditions, obligations,
liabilities and indebtedness of
______________________________________________________________________________
under its General Agent Agreement with ALL AMERICAN LIFE & Casualty Company,
and waive notice of any breach in the performance thereof on the part of said
______________________________________________________________________________
Dated: __________________________
Witness: ________________________________ ________________________________
Witness: ________________________________ ________________________________
Witness: ________________________________ ________________________________
Witness: ________________________________ ________________________________
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ALL AMERICAN LIFE
& Casualty Company
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