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Exhibit 1(A3)(biii)
PGA
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
PRODUCING
GENERAL AGENT'S AGREEMENT
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This Agreement is effective __________________________, by and between Provident
Mutual Life Insurance Company, hereinafter called the Company, and
___________________________, hereinafter called the PGA.
In consideration of the mutual covenants and agreements listed below, the
parties agree as follows:
1. OBLIGATIONS OF THE PRODUCING GENERAL AGENT
The PGA's obligations shall be:
(a) To recruit and recommend individuals to be licensed,
appointed, and contracted with the Company as Personal
Producing Agents, hereinafter called PPAs.
(b) To provide proper training and supervision for each PPA and to
assume responsibility for the acts of each PPA including but
not limited to obligations listed in the PPA's Agreement with
the Company.
(c) To solicit and procure applications personally, and through
PPAs, for the insurance and annuities set forth in the
commission schedules and issued or marketed by the Company in
all states in which the Company, the PGA, and where
applicable, the PPA, are authorized to do business. All such
applications shall be forwarded promptly to the Company,
whether the same are reported upon favorably or otherwise by
the local medical or paramedical examiner.
(d) To hold all moneys received or collected on behalf of the
Company in trust and immediately remit them to the Company
without deduction.
(e) To provide service incidental to maintaining the policies or
contracts of the Company.
(f) To conform to and observe all applicable federal or state
statutes or rules or regulations pertaining to insurance or
insurance agents.
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(g) To conform to and observe all Company rules, policies, and
directives now in effect and as they may be revised from time
to time.
2. LIMITATION OF AUTHORITY
The PGA is not authorized to do, and agrees not to do nor attempt to
do, nor to assist any PPA in doing, any of the following:
(a) Accept risks or contracts of any kind or bind the Company in
any way.
(b) Make, alter, or discharge any insurance or other contract; or
extend the time for paying a premium, or waive forfeitures.
(c) Incur any debt, obligation, or liability for which the Company
is responsible.
(d) Initiate or respond to legal proceedings in the Company's
name.
(e) Market or solicit policies or contracts, directly or
indirectly, where the PGA, the Company, or where applicable,
the PPA, are not properly licensed.
(f) Pay any rebate of premium either directly or indirectly, or
provide any other inducement not specified in the policy or
contract, to any person as an inducement to purchase any
policy or contract.
(g) Issue or use any sales material or advertisement, of any form
whatsoever, other than those supplied by the Company or with
the Company's written approval.
(h) Violate applicable replacement statutes or regulations.
(i) Induce or attempt to induce any policyholder to withdraw
values from existing policies or contracts or relinquish
policies or contracts with the Company, or its subsidiaries,
for the purpose of entering into any non-Company transaction
that will result in compensation, directly or indirectly, to
the PGA.
3. RELATIONSHIP
(a) In performing the duties under this Agreement, the PGA shall
act as an independent contractor and not as an employee of the
Company.
(b) The PGA agrees to be governed in the performance of his, her,
or its duties by the terms and conditions of this Agreement,
and by the rules established by the Company. While an
independent contractor, the PGA reserves the right to exercise
independent judgment in marketing the Company's policies,
including the choice of time, place, and manner of sale. No
other provision of this Agreement nor any rule of the Company
shall be construed to abridge this right or create the
relationship of employer and employee between the Company and
the PGA, or between any employee of the PGA and the Company.
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4. COMPENSATION
(a) Commissions, fees, or other compensation on premiums covering;
insurance policies and annuity contracts produced by the PGA
and issued by the Company during the continuance of this
Agreement, when and as said premiums become due and are
actually paid in cash to the Company, shall be paid to the PGA
in accordance with and subject to all of the terms and
conditions of this Agreement and the commission schedules and
any Supplement and/or Amendment attached hereto, and as they
may be changed from time to time. It is expressly recognized
and agreed that the Company may unilaterally amend, modify, or
change the commission schedules and the Supplement in any
manner at any time in the future provided, however, that any
such amendments, modifications, or changes in commissions,
fees, or other compensation shall apply only to policies or
contracts issued by the Company after the effective date of
such change.
(b) In the event that this Agreement is terminated pursuant to
subsection (a) or (b) of section 12 of this Agreement,
commissions are vested and shall be paid for policy years 1 to
10 to the PGA or the executors, administrators, or assigns of
the PGA. In the event that this Agreement is terminated
pursuant to subsection (c) or (d) of section 12 of this
Agreement, no further commissions, fees, or other compensation
shall be paid.
(c) To the extent permitted by law, the Company may discharge its
obligation under this Agreement to pay commissions, fees, or
other compensation due after its termination, if the total
amount of commissions, fees, or other compensation paid to the
PGA under this Agreement in any full calendar year beginning
with the second full calendar year after termination of this
Agreement is less than $600.00. In such case, no further
commissions, fees, or other compensation shall be paid to the
PGA.
5. COMMISSION AND FEE EXCEPTIONS
(a) Subject to all of the provisions of this Agreement,
commissions or fees on variable life insurance policies can
only be paid or credited to a PGA who is a registered
representative of an affiliate of the Company or a registered
representative of a broker/dealer who has a sales agreement
with an affiliate of the Company and holds any required state
licenses when a variable life insurance sale is made and when
each premium is paid.
(b) Commissions, fees, and other compensation on any policy or
contract for which rates and conditions are not specified in
the applicable commission schedules shall be as determined by
the Company.
(c) No commissions, fees, or other compensation shall be paid to
the PGA upon any premium, or portion thereof, payment of which
is waived in accordance with the provisions contained in the
policy because of the disability of the insured or applicant
or the death of the applicant.
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(d) If a policy issued under this Agreement replaces, in whole or
in part, a policy or contract previously issued by the
Company, or its subsidiaries, the Company shall have the right
to determine what, if any, commissions, fees, or other
compensation shall be allowed.
(e) If a policy or contract is changed to a different kind or
amount, or if its date is changed, the Company shall have the
right to determine what, if any, commissions, fees, or other
compensation shall be allowed or recovered.
(f) Commissions, fees, or other compensation, if any, on the
conversion of any policy or contract or coverage shall be as
determined by the Company.
(g) Commissions, fees, or other compensation, if any, on policies
issued on a modified underwriting, guaranteed issue, salary
savings basis, for less than published minimum or where
classification is other than standard, shall be as determined
by the Company.
(h) If the Company shall return all, or any portion, of any
premiums on a policy or contract paid for under this or any
previous Agreements, for any reason whatsoever, the Company
shall have the right to deduct all or part of the commissions,
fees, or other compensation received by the PGA on such
premiums from any commissions, fees, or other compensation
thereafter due and payable to the PGA, without limitation to
any other rights of the Company, including the right to demand
immediate repayment from the PGA. Any amount remaining unpaid
shall be an indebtedness to the Company.
6. INDEBTEDNESS
Any indebtedness due the Company from the PGA shall be a first lien on
all commissions, fees, or other compensation payable to the PGA under
this Agreement, until the amount of such indebtedness is fully paid,
without limitation to any other rights of the Company, both prior to
and after termination of this Agreement to recover such indebtedness.
This provision shall not be construed in any way to limit the amount of
any indebtedness of the PGA to the value of the commissions, fees, or
other compensation payable under this Agreement. In addition to a
deduction from commissions, fees, or other compensation, the Company
may take such other actions to recover or collect such indebtedness as
it deems appropriate. To the extent the Company takes legal action to
recover such indebtedness, it may recover attorney's fees, costs and
expenses from the PGA.
If the PGA is a corporation, the officer of the corporation personally
signing this Agreement guarantees the performance of all of its terms
and conditions, and hereby assumes personal liability and
responsibility for any default in said terms and conditions, including
personal responsibility and liability for repayment of any and all
indebtedness owed the Company arising out of the terms of this
Agreement without the necessity of the Company first enforcing any
default against the corporate PGA.
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7. ASSIGNMENT OF COMMISSIONS, FEES, OR OTHER COMPENSATION
This Agreement is not assignable unless authorized in writing by the
Company.
8. NON-WAIVER OF RIGHTS
Neither failure by the Company to exercise any of its rights under this
Agreement nor its failure to require the PGA to meet his, her, or its
obligations hereunder shall be deemed to be a waiver of such right or
obligation and shall not in any way interfere with the ability of the
Company to exercise such right or require compliance with such
obligation either prior to or after termination of this Agreement.
9. ACCOUNTS AND RECORDS
The Company has a proprietary interest in any books, accounts, computer
and/or other records, documents, policy record cards, applications,
vouchers, letters, written correspondence with policyholders and the
Company, and all other items provided by the Company, and relating to
or connected with the business of the Company, or its subsidiaries, and
such accounts and records are the property of the Company. Upon
termination of this Agreement by either party, for any reason, the PGA
agrees to return immediately to the Company all accounts and records as
defined above. The PGA shall at all times, up to and including the
return of said accounts and records to the Company, preserve and
protect the confidentiality of such accounts, records, and other items.
The PGA's breach of this confidentiality by releasing any information
contained in said accounts, records, and other items to other than the
client, the client's advisors, or persons specifically authorized by
the Company, shall be deemed a violation of this Agreement.
10. PRIOR AGREEMENTS
All previous or existing Producing General Agent's Agreements, or other
Agent's Agreements whether oral or written, between the PGA and the
Company, are hereby terminated.
11. CHANGE IN AGREEMENT
The Company reserves the right to unilaterally amend, modify, or change
this Agreement, including any of the applicable commission schedules or
the Supplement in any manner at any time in the future, provided,
however, that any amendment, modification, or change in commissions,
fees, or other compensation shall apply only to policies or contracts
issued by the Company after the effective date of such change.
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12. TERMINATION OF AGREEMENT
This Agreement shall terminate:
(a) At any time for any reason whatsoever, with or without cause,
by either the Company or the PGA giving to the other party
written notice delivered in person or sent by ordinary mail to
the party's last known address.
(b) If the PGA is an individual, immediately upon the death of the
PGA.
(c) If the PGA is a corporation, immediately upon the dissolution
or liquidation of the PGA.
(d) Immediately and without written notice if the Company
determines that the PGA has committed any fraudulent,
dishonest, or illegal act or had misappropriated or withheld
funds, and the date of such termination shall coincide with
the date of the violation or act giving rise to termination.
After such termination, no further commissions, fees, or other
compensation shall be paid to the PGA.
13. PROHIBITED ACTIVITY
For one year after termination of this Agreement, the PGA shall not
directly or indirectly advise, induce, or solicit any policyholder of
the Company, or its subsidiaries, to lapse, cancel, or replace any
policy or contract of the Company or borrow values from any policy or
contract of the Company to pay any premium on a policy of another
company.
In the event the PGA violates this provision, the PGA agrees that the
Company may pursue all remedies, legal or equitable, including
injunction, to enforce compliance with this provision and the PGA shall
be responsible for the payment of any legal fees. Notwithstanding any
other provisions in this Agreement, no further commissions, fees, or
other compensation shall be paid in the event the PGA violates this
provision.
14. INDEMNIFICATION
PGA agrees to indemnify and save harmless the Company against any
liability, loss, or damage which the Company may sustain or incur
directly or indirectly due to or arising out of any obligation, act, or
transaction created or done by the PGA or any PPA in violation of, in
excess of, or in contravention of the power and authority of the PGA
set forth and described in this Agreement. The PGA shall be liable for
all legal liabilities including but not limited to fines, penalties,
and attorney's fees incurred due to the actions of the PGA or its PPAs.
The PGA authorizes the Company, without precluding the Company from
exercising any other remedy it may have, to charge against all
commissions, fees, or other compensation due or to become due to the
PGA under this Agreement any moneys paid or liabilities incurred by the
Company by reason of any such act or transaction.
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15. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties and
supersedes all previous agreements entered into between the parties
with regard to the subject matter set forth herein.
16. MISCELLANEOUS
The term "Agreement" as used herein, refers to this Producing General
Agent's Agreement, the commission schedules, and any Supplement and/or
Amendments.
17. SEVERABILITY
If any provision of the Agreement is found to be illegal or otherwise
unenforceable, the remainder of this Agreement shall not be affected
and shall remain fully enforceable.
18. ACKNOWLEDGEMENT
By executing this Agreement, the PGA acknowledges that PGA has read it
in its entirety and is in agreement with the terms and conditions
outlining the rights of the Company and the PGA, under this Agreement.
Provident Mutual Life Insurance
Company
By:________________________________ _______________________________________
Signature of Producing General Agent
_______________________________________
Name of Producing General Agent
(Type or Print)
If PGA is a Corporation:
By:_______________________________________
Title:____________________________________
_______________________________________
Corporate Name
_______________________________________
State of Incorporation
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PGA
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
SUPPLEMENT TO
PRODUCING
GENERAL AGENT'S AGREEMENT
This Supplement is attached and hereby incorporated into the Producing General
Agent's Agreement, hereinafter called the Agreement, and is subject to all of
the terms and conditions contained in the Agreement.
This Supplement may be unilaterally amended, modified or changed by the Company
at any time in the future pursuant to section 11 of the Agreement.
1. COMMISSIONS ON INDIVIDUAL LIFE INSURANCE POLICIES AND ANNUITY CONTRACTS
Subject to all of the provisions of this Agreement, the Company will
pay the PGA on premiums covering individual life insurance policies and
annuity contracts issued during the continuance of this Agreement, when
and as said premiums become due and are actually paid in cash to the
Company, first year commissions and renewal commissions for policies
and contracts produced by the PGA at the rates set forth in the
commission schedule for policy years 1 to 10 inclusive.
Subject to all of the provisions of this Agreement, the Company will
pay the PGA on premiums covering individual life insurance policies and
annuity contracts issued during the continuance of this Agreement, when
and as said premiums become due and are actually paid in cash to the
Company, first year commissions and renewal commissions for policy
years 1 to 10 inclusive for policies and contracts produced by PPAs
under the PGA's supervision. The Company will pay the PGA the
difference between the amount set forth in the PPA commission schedule
and the amount set forth in the commission schedule to this Agreement.
2. FEES ON INDIVIDUAL LIFE INSURANCE POLICIES
Subject to all of the provisions of this Agreement, the Company will
pay to the PGA on premiums covering individual life insurance policies
issued during the continuance of this Agreement, when and as said
premiums become due and are actually paid in cash to the Company, fees
for policies produced by the PGA at the rates set forth in the
commission schedule for policy year 11 and subsequent policy years.
Said fee payment shall cease with the last payment preceding
termination of the Agreement.
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3. GENERAL PROVISIONS
The Company's determination shall be binding and final on all parties
with regard to the matters on which the calculations and bonuses are
based, including but not limited to: the date on which a commission is
considered to be paid or credited, commissions paid by the Company, and
the PPAs under the PGA's supervision.
4. INDEBTEDNESS
In addition to the provisions in section 6 of the Agreement, the
Company may deduct from any commissions, fees or other compensation due
the PGA under the Agreement any indebtedness which is now or may
hereafter become due from the PGA to the Company or any of its
subsidiaries, whether arising under the Agreement or otherwise. The
Company may also deduct from any commissions, fees or other
compensation due the PGA under the Agreement any indebtedness which is
now or may hereafter become due from any PPA under the PGA's
supervision to the Company or any of its subsidiaries.
This provision shall not be construed to limit the amount of any
indebtedness to the value of commissions, fees or other compensation
due under the Agreement, nor shall it be construed to limit any other
rights of the Company or its subsidiaries to recover any indebtedness
as described above. If legal action is taken to recover such
indebtedness, the Company and/or its subsidiaries may recover
attorney's fees, costs, and expenses from the PGA.
Provident Mutual Life Insurance
Company
Effective Date: January 1, 1997 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President - PPGA
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PGA
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
OF PHILADELPHIA
ANNUALIZED ADVANCE COMMISSION PAYMENTS AMENDMENT
This Amendment is attached and hereby incorporated into the Producing General
Agent's Agreement, hereinafter called the Agreement, and is subject to all of
the terms and conditions contained in the Agreement. This Amendment is for the
purpose of authorizing certain annualized advance commission payments to the
Producing General Agent, hereinafter called the PGA, and to set forth conditions
and obligations for repayment. In its sole discretion, the Company may permit
annualized advance commission payments on certain policies in designated
circumstances. As to such advances, the terms are as follows:
1. Upon payment of the first monthly premium under the Automatic Payment
Plan, quarterly premium, or semi-annual premium on a life insurance
policy issued by the Company pursuant to an application obtained by the
PGA, the commission for the first full policy year will be determined
and paid to the PGA by the Company. The amount of such payment shall be
the Annualized First Year Commission.
2. The maximum premiums to which this Agreement will apply are limited to
scheduled premiums no greater than: $2,000 for semi-annual premiums,
$1,000 for quarterly premiums, or $330 for monthly premiums under the
Automatic Payment Plan. Policies with premiums greater than the above
listed amounts are not eligible for annualization.
3. Should the Insured die, or should the policy on which an Annualized
First Year Commission has been paid lapse or terminate for any reason
whatsoever before the premiums for the first full policy year are paid,
that percentage of the Annualized First Year Commission equal to the
percentage of the premiums for the first full policy year which were
not paid shall be deemed to be the unearned portion of the Annualized
First Year Commission which has been advanced to the PGA by the
Company, and which thereafter will constitute an indebtedness to the
Company without further demand by the Company.
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4. PGA hereby agrees to repay to the Company any unearned portion of the
Annualized First Year Commission, and hereby authorizes the Company to
deduct any unearned portion of the Annualized First Year Commission
from any commissions, fees, or other compensation payable by the
Company to the PGA. This authorization to deduct amounts owed to the
Company shall not limit any other rights or remedies available to the
Company to recover such indebtedness, including any rights or remedies
set forth in the Agreement.
5. The Company reserves the right to alter, change, or make exceptions to
this Amendment at any time and for any reason without notice to the
PGA, including but not limited to the right to exempt or withdraw
specific policies from the Amendment and the minimum and maximum
premiums to which the Amendment will apply. In addition to the
termination provisions set forth in the Agreement, the Company may
terminate this Amendment at any time and for any reason, with or
without cause.
This Amendment will not become effective until it has been approved
and signed by the Company at its Home Office.
Approved at Home Office:
By:
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Signature of PGA
Effective Date:
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Date
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