Exhibit 6.12
ADVANTAGE
FRANCHISE AGREEMENT
AGREEMENT made and entered into this 4th day of September, 1997, by and between
BROOKE CORPORATION, a Kansas Corporation, having its principal place of business
at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ referred to hereafter as "BROOKE"; and,
G. I. Agency, Inc., by and through ▇▇▇▇▇▇ ▇. ▇▇▇ its Owner, General Partner or
Corporate Officer, whose offices and primary place of business is located at ▇▇▇
▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
The proprietorship, partnership or corporation referenced above is referred to
hereafter as "Franchisee".
WITNESSETH:
WHEREAS, Franchisee is engaged in the business of selling insurance from the
agency offices referenced above; and
WHEREAS, Brooke is in the business of providing certain insurance services and
assistance to businesses selling Insurance; and
WHEREAS, Franchisee and Brooke desire to associate together effective January 3,
1997, for the purpose of Brooke providing certain services and assistance to
Franchisee with respect to Franchisee's business of selling insurance;
1. DEFINITIONS OF TERMS USED IN THIS AGREEMENT:
1.1 FRANCHISEE ACCOUNT: A receivable account on Brooke's ledgers to which Brooke
records amounts due Brooke from Franchisee and amounts due Franchisee from
Brooke, a statement for which will be provided to Franchisee on a monthly basis.
1.2 AGENCY ▇▇▇▇ INSURANCE POLICIES: Any insurance policies for which a
Franchisee is responsible for all or any part of premium billing and collection.
A Direct ▇▇▇▇ Insurance Policy may become an Agency ▇▇▇▇ Insurance Policy under
certain circumstances.
1.3 AGENT OF RECORD: Individual or entity designated by an Insurance Company as
Insurance Company's agent or representative with regards to a specific Property
and Casualty Insurance Policy issued by said Insurance Company.
1.4 CUSTOMER ACCOUNT: Insurance policyholder which has an Insurance Policy from
Franchisee and currently receives insurance related service and assistance from
Franchisee.
1.5 DIRECT ▇▇▇▇ INSURANCE POLICIES: Any insurance policies for which an
Insurance Company is responsible for all premium billing and collection.
1.6 INSURANCE COMPANY, INVESTMENT SERVICES COMPANY & CREDIT COMPANY: An
insurance company is a company selling policies providing Property and Casualty
and/or Life and Health Insurance coverages and under contract with Brooke. An
investment services company is a company through which stocks, bonds, annuities,
notes and debentures are offered to public investors and under contract with
Brooke. A credit company is a company that makes consumer and /or business loans
to individuals and businesses and under contract with Brooke.
1.7 INSURANCE COMPANY ▇▇▇▇▇▇▇▇: Statements or ▇▇▇▇▇▇▇▇ received by Brooke from
Insurance Companies for amounts due Brooke from Insurance Companies and for
amounts due Insurance Companies from Brooke.
1.8 NET PREMIUM: Agency ▇▇▇▇ Insurance Policy gross premium less commissions.
1.9 PROFIT SHARING COMMISSIONS: Commissions received by Brooke from Insurance
Companies which are normally contingent upon factors such as Brooke's loss ratio
and premium volume. Said commissions are not normally identified or associated
with commissions paid on any specific insurance policy.
1.10 PROPERTY AND CASUALTY INSURANCE: For the purposes of this agreement, the
types of insurance which are classified as Property and Casualty Insurance shall
be the same types of insurance classified as Property and Casualty Insurance by
the Insurance Department of the state in which the Franchisee's main offices are
located.
1.11 RETURN COMMISSIONS: Direct ▇▇▇▇ Insurance Policy commissions that are
unearned because policy premium was reduced or policy canceled.
1.12 SALES COMMISSIONS: Commissions received by Brooke from Insurance Companies,
Credit Service Companies and Investments Services Companies for the sale of a
specific insurance policy loan or investment. Said commissions are not normally
contingent upon factors such as Brooke's loss ratio and premium volume.
1.13 PROCESSING CENTER: Centralized location operated by Brooke for the purpose
of processing premium payments, policy changes and related transactions involved
in the issuance of polices of insurance.
2. OBLIGATIONS TO BE PERFORMED BY BROOKE:
2.1 As of the effective date of this agreement, Brooke shall provide services
with respect to accounting for and processing of Insurance policies for
Franchisee. In the event investment services and loans are marketed through
Franchisee, Brooke will process such investments and loans as required for the
servicing thereof and for the purposes of accounting for such transactions.
Brooke may provide other services as may be agreed upon by Brooke and Franchisee
from time to time.
2.2 Brooke shall account for all sales commissions on Direct ▇▇▇▇ Insurance
Policies issued, renewed, endorsed, changed or canceled on behalf of Customer
Accounts. Brooke shall credit Franchisee Account for sales commissions received
by Brooke from Insurance Companies for Customer Accounts in the amounts
indicated on the appropriate Insurance Company Billing.
Brooke shall debit Franchisee Account for Return Commissions due to Insurance
Companies by Brooke for Customer Accounts owned by Franchisee in the amounts
indicated on the appropriate Insurance Company Billing. Brooke may make an
adjustment to Franchisee's account statement for the estimated net premium of
any agency ▇▇▇▇ policy payment received from an insured prior to the receipt of
the company billing statement.
2.3 Brooke shall account for all Net Premiums on Agency ▇▇▇▇ Insurance Policies
issued, renewed, endorsed, changed or canceled on behalf of Customer Accounts
owned by Franchisee. Brooke shall debit Franchisee Account for Net Premiums due
to Insurance Companies by Brooke for Customer Accounts in the amounts indicated
on the appropriate Insurance Company Billing. Brooke shall credit Franchisee
Account for Net Premiums received by Brooke from Insurance Companies for
Customer Accounts in the amounts indicated on the appropriate Insurance Company
Billing.
2.4 Brooke shall calculate and credit Franchisee's Account monthly for
commissions due Franchisee by Brooke. Commissions due Franchisee shall be
Eighty-five percent (85%) of any Sales Commissions from Insurance Companies for
Customer Accounts and Eighty-five percent (85%) of sales commissions or fees
from the sale of credit or investments services.
2.5 Subject to the prior approval of the Insurance Company involved, Brooke
shall endorse Brooke's errors and omissions insurance policy to provide errors
and omissions insurance coverage for Franchisee. Brooke shall calculate and
debit Franchisee's Account for Franchisee's share of the errors and omissions
insurance policy premium. Brooke shall calculate Franchisee's share of said
errors and omissions insurance policy premium by dividing estimated annual
written premium volume of Franchisee's Customer Accounts with all Insurance
Companies by Brooke's total estimated annual written premium volume for all
Insurance Companies represented by Brooke. However, Franchisee's share of
Brooke's annual policy premium shall not be less than the minimum annual premium
that is set from time to time by Brooke's Board of Directors. Franchisee has the
responsibility to provide Brooke for scanning copies of documents which may be
required for errors & omissions documentation.
2.6 Brooke will pay for 50% of advertising that is preapproved by Brooke and
shall be reimbursed by Franchisee for Franchisee's share of payments made to
advertisers on behalf of Franchisees.
2.7 Brooke shall account for and debit Franchisee Account monthly for any other
supplies or services provided by Brooke to Franchisee if previously agreed upon
by Brooke and Franchisee.
2.8 Brooke shall forward a record of Franchisee Account to Franchisee on or
about the 15th day of each month.
2.9 Brooke shall pay to Franchisee, by electronic funds transfer, the credit
balance recorded on the Franchisee Account on or about the 20th day of each
month. If Franchisee has not paid to Brooke the debit balance recorded on the
Franchisee Account by the 20th day of each month, then Brooke shall withdraw the
amount of any such debit balance from Brooke's checking account using an
electronic funds transfer.
2.10 Brooke shall provide Franchisee with a rules and procedures manual that has
been adopted by Brooke's Board of Directors and shall provide Franchisee with
notice of any changes made by Brooke's Board of Directors to said manual from
time to time.
2.11 Brooke shall provide Franchisee with a unique written list of Insurance
Companies that have been approved for Franchisee use by Brooke's Board of
Directors and shall provide Franchisee with notice of any changes made by
Brooke's Board of Directors to said list from time to time.
2.12 Brooke shall provide Franchisee with a unique written list specifying
Franchisee authority for binding Insurance Companies to insurance coverages and
shall provide Franchisee with notice of any changes made by Brooke's Board of
Directors to said list from time to time.
2.13 Unless otherwise agreed in writing by Brooke, Franchisee shall do business
under the name "Brooke Financial Services" or "Brooke Insurance and Financial
Services". Therefore Brooke permits the use of its trade names, trademarks,
service marks, logotypes, commercial symbol and promotional materials for the
purpose of advertising such relationship.
2.14 Brooke shall provide Franchisee full and complete access to Brooke's
records of Franchisee's Customer Accounts provided that it shall be upon
reasonable advance request and during such times and upon such conditions as
shall not unreasonably impair the operations of Brooke.
2.15 Brooke will purchase and own all of the required licenses for the software
used in conjunction with the Proprietary Agency System and will make such
software available for Franchisee's use in its operations. The cost for all
other computer software and hardware and the installation, licensing and
updating of same shall be the responsibility of Franchisee. Such other software
shall meet the specifications of Brooke, as may be determined from time to time
by Brooke's Board of Directors.
3. OBLIGATIONS TO BE PERFORMED BY FRANCHISEE:
3.1 Upon the signing of this Agreement, Franchisee shall pay to Brooke an
initial nonrecurring and nonrefundable set up fee of One Thousand Dollars
($1,000.00), the receipt of which is acknowledged, following which Franchisee
shall do business under the name "Brooke Financial Services" or "Brooke
Insurance and Financial Services", unless otherwise approved in writing by
Brooke.
3.2 Franchisee shall provide competent and qualified personnel for the sale and
service of insurance policies and to serve as liaison or contact with
Franchisee's Customer Accounts.
3.3 On or before the effective date of this Agreement, Franchisee shall, subject
to prior approval of the Insurance Companies involved, change the Agent of
Record for all existing Customer Accounts from the Franchisee to Brooke.
3.4 After the effective date of this Agreement, Franchisee shall process all
applications for Insurance policies exclusively through the facilities of
Brooke.
3.5 Franchisee shall make Brooke the Agent of Record for all Insurance policies
sold by Franchisee with an effective date for insurance coverage after the
effective date of this agreement, unless prior written approval is obtained from
Brooke.
3.6 Franchisee shall apply for issuance of Direct ▇▇▇▇ Insurance policies if
payment of premiums in this manner is permitted by the Insurance Company
providing insurance coverages. Franchisee shall obtain specific approval of
Brooke prior to submitting any application for issuance of an Agency ▇▇▇▇
Insurance policy.
3.7 Franchisee shall be solely responsible for the collection of all Agency ▇▇▇▇
Insurance policy premiums from Customer Accounts, which amounts shall be made
payable to Brooke Corporation. Franchisee shall not have authority to endorse or
deposit such payments to its own account. Franchisee shall establish a premium
trust account to which all premiums collected from Customer Accounts shall be
deposited and from which Brooke may regular withdrawals by Electronic Funds
Transfer.
3.8 Franchisee shall be responsible for payment to Brooke of all Agency ▇▇▇▇
Insurance policy net premiums and Direct ▇▇▇▇ Insurance policy return commission
resulting from Customers Accounts owned by Franchisee.
3.9 Franchisee authorizes Brooke to retain Fifteen percent (15%) of any Sales
Commissions from Companies under contract with Brooke for Customer Accounts;
Franchisee shall pay its share of errors and omissions insurance policy
premiums; fees for any other supplies and services provided by Brooke if
previously agreed upon by Franchisee and Brooke.
3.10 If Franchisee has not paid to Brooke the debit balance recorded on the
Franchisee's Account by the 20th day of each month, then Franchisee authorizes
Brooke to withdraw the amount of such debit balance from Franchisee's checking
account using an electronic funds transfer.
3.11 Franchisee shall be responsible for providing to Brooke any information
regarding Franchisee or Franchisee's employees that may be required from Brooke
by any governmental agency or any Insurance Company. Franchisee shall be
responsible for ensuring that Franchisee and Franchisee's employees comply with
the education and licensing requirements of all governmental agencies and any
Insurance Company. Franchisee shall provide evidence satisfactory to Brooke that
Franchisee and Franchisee employees have complied with the education and
licensing requirements of all governmental agencies and any Insurance Company.
If Franchisee does not comply with the terms of this paragraph, it is cause for
immediate termination of this Agreement without any liability on or to Brooke.
3.12 Franchisee shall abide by and conform to the rules and procedures adopted
from time to time by Brooke's Board of Directors.
3.13 Franchisee shall apply for insurance coverages only with the Insurance
Companies that are authorized for Franchisee's use from time to time by Brooke's
Board of Directors. Franchisee acknowledges that Brooke, in it's sole and
absolute discretion, shall decide for which Insurance Companies Franchisee may
use or write Insurance.
3.14 Franchisee shall abide by and conform to the conditions and limits of
authority for binding Insurance Companies to insurance coverages which are set
forth from time to time by Brooke's Board of Directors.
3.15 Franchisee shall obtain the prior written consent of Brooke before using
Brooke's trade names, trademarks, service marks, logotypes or commercial symbols
on any advertising literature, promotional materials, signs or business forms
that are not provided by Brooke.
3.16 Immediately upon termination of this Agreement for whatever reason,
Franchisee shall cease the dissemination of any advertising material containing
any of Brooke's trade names, trademarks, service marks, logotypes or commercial
symbols. Brooke shall have a cause of action against Franchisee for failure to
immediately cease using the same upon any such termination.
3.17 Franchisee shall purchase a standard Business Owners Policy providing
coverage for Franchisee's place of business with liability limits of not less
than $1,000,000 / $1,000,000 unless such requirement is waived by Brooke.
4. PROTECTIVE AND RESTRICTIVE COVENANTS
4.1 Franchisee shall not transfer to Brooke any incident of ownership of the
Customer Accounts now or hereafter owned by Franchisee. Customer lists, policy
expiration lists and other records shall remain Franchisee's exclusive property,
and Franchisee shall be fully vested in the ownership thereof.
4.2 All Customer Accounts now or hereafter owned by Franchisee shall be coded on
Brooke's records to indicate Franchisee's ownership thereof. Brooke shall not be
authorized or permitted to change the coding of Franchisee's ownership without
the written consent of Franchisee.
4.3 Brooke and Franchisee acknowledge that all information with respect to
Customer Accounts owned by Franchisee is confidential information constituting
trade secrets and shall be treated as such. Brooke shall not divulge any such
confidential information to anyone without the consent of Franchisee.
4.4 Franchisee shall not have any authority to incur any liability in the name
of or on behalf of Brooke. Brooke and Franchisee agree that the relationship of
Brooke to Franchisee shall be that of an independent contractor.
4.5 Brooke and Franchisee shall not assume any liability of the other, and any
such liability shall remain the exclusive individual liabilities of each. In
addition, Brooke and Franchisee each agree to indemnify each other and hold each
other harmless from any and all losses, damages and expenses, including legal
expenses, attorneys fees, discovery expenses and costs which are suffered or
incurred by the other by reason of the actions, inactions or liability of any
kind created, caused or allowed by each indemnifying party, individually or in
conjunction with any other person or entity.
4.6 Franchisee holds Brooke harmless from any and all interruptions of service
caused by an act of God or any other event outside the direct control of Brooke.
4.7 Franchisee holds Brooke harmless if Brooke permits Franchisee to use an
insolvent Insurance Company and Franchisee agrees to indemnify Brooke from any
losses resulting therefrom.
5. REPRESENTATIONS AND WARRANTIES OF EACH PARTY:
5.1 Brooke warrants and represents that it is a corporation, duly organized,
existing and in good standing under the laws of the state of Kansas. Franchisee,
if represented in the beginning paragraph of this Agreement to be a corporation,
warrants and represents that it is duly organized, existing and in good standing
under the laws of the state in which it was organized and incorporated.
5.2 Franchisee represents and warrants that all of Franchisee's owners,
officers, employees or independent contractors that are required to be duly and
fully licensed by any governmental agency or any Insurance Company or any other
company contracted with Brooke shall be, at all times during the term of this
Agreement, duly and fully licensed as insurance agents or representatives under
the auspices of Brooke to sell insurance or provide any investment or lending
services in any state in which insurance is sold by Franchisee.
5.3 Franchisee shall notify Brooke of any and all litigation to which Franchisee
or any of Franchisee's owners, officers, employees or independent contractors
may become a party, whether as plaintiff or defendant, and represents and
warrants that no such litigation is now pending.
5.4 Franchisee shall notify Brooke of any investigations of or hearings related
to Franchisee or any of Franchisee's owners, officers, employees or independent
contractors by any governmental agency, and represents and warrants that no such
investigations or hearings are now pending.
5.5 Brooke has taken all necessary corporate action, including, but not limited
to, binding resolutions of its directors to enter into this Agreement and to
carry out the terms and conditions thereof. Franchisee, if represented in the
beginning paragraph of this Agreement to be a corporation, has taken all
necessary corporate action, including, but not limited to, binding resolutions
of all of its directors to enter into this Agreement and to carry out the terms
and conditions thereof.
5.6 Brooke does not warrant, guarantee or make any representations regarding the
accuracy and/or timeliness of any ▇▇▇▇▇▇▇▇ provided by Insurance Companies.
6. TERMINATION OF AGREEMENT:
6.1 The term of this Agreement is for five years and is renewable at expiration.
6.2 Brooke shall have the right to terminate or refuse to renew this Agreement
only upon good and sufficient cause which shall be defined as:
(a) material and substantial breach of the terms of this
Agreement by Franchisee;
(b) refusal by the Insurance Company which provides errors and
omissions insurance coverages to Brooke to endorse said insurance
policy to provide errors
and omissions insurance coverage for Franchisee or any of
Franchisee's owners, officers, employees or independent
contractors;
(c) such public actions by Franchisee's owners, officers,
employees or independent contractors, which in the judgement of a
majority of Brooke's Board of Directors, shall be materially
injurious to the reputation of Brooke or the cumulative goodwill
related to the use of Brooke's name, trademarks, service marks,
logotypes or commercial symbols;
(d) insurance coverage underwriting practices by Franchisee's
owners, officers, employees or independent contractors, which in
the opinion of a majority of Brooke's Board of Directors, may
jeopardize Brooke's continued contractual agency relationship
with any Insurance Company;
(e) the commission or omission of any act by Franchisee or any of
Franchisee's owners, officers, employees or independent
contractors, which in the opinion of a majority of Brooke's Board
of Directors, would be sufficient cause for the revocation of a
license to sell insurance by any governmental agency in any state
in which Property and Casualty Insurance is sold by Franchisee;
(f) legal proceedings involving Franchisee or Franchisee's
owners, officers, employees or independent contractors, which in
the opinion of a majority of Brooke's Board of Directors, may
impair Franchisee's capacity to perform Franchisee's obligations
as set forth in this Agreement;
(g) business practices by Franchisee or Franchisee's owners,
officers, employees or independent contractors, which in the
opinion of a majority of Brooke's Board of Directors are
unethical or unacceptable to the general business community;
(h) inadequate insurance qualifications of Franchisee or
Franchisee's owners, officers, employees or independent
contractors, which in the opinion of a majority of Brooke's Board
of Directors, may impair the ability of Franchisee to provide
adequate assistance and service to Franchisee's Customer
Accounts;
(i) the sale or transfer of Franchisee ownership or the sale or
transfer of ownership of Franchisee's Customer Accounts;
(j) the location or relocation of Franchisee's agency office to
an address other than the address designated in the beginning
paragraph of this Agreement;
(k) the establishment by Franchisee of an additional agency
office at an address other than the address designated in the
beginning paragraph of this Agreement;
(1) bankruptcy of Franchisee or Franchisee's owners;
(m) dishonor of a draft or electronic funds transfer drawn by
Brooke on Franchisee's checking account, if such draft is
authorized by this Agreement.
(n) failure to provide proof of liability insurance as mandated
by 3.17.
6.3 In the event Brooke shall terminate or refuse to renew this Agreement for
cause as aforesaid, it shall give Franchisee written notice of its intent to
terminate or nonrenew, which notice shall state all of the material facts upon
which Brooke relies as grounds for termination. Such notice shall fix an
effective date of termination which shall be not sooner than 30 days from the
date of the notice.
6.4 Franchisee shall have the unilateral right to terminate this Agreement for
any reason upon not less than 30 days advance notice to Brooke.
6.5 Upon termination of this Agreement, Brooke shall request the pertinent
Insurance Companies involved to make the Franchisee the Agent of Record for all
Customer Accounts owned by Franchisee. In the event that an Insurance Company
(or Companies) refuses to make the Franchisee the Agent of Record for Customer
Accounts owned by Franchisee, then Franchisee shall, on or before the next
policy term expiration date following termination of this Agreement, obtain
replacement insurance coverages for said Customer Accounts with another
Insurance Company. Brooke shall continue to account for and process Franchisee's
Customer Accounts until the policy term expiration date following termination of
this Agreement. Although Brooke shall not be obligated to assist Franchisee in
obtaining replacement insurance coverages for Customer Accounts, Brooke shall
provide to Franchisee the policy term expiration data and Customer Account data
available through Brooke's data processing system. If the Franchisee does not
obtain replacement insurance coverages for Customer Accounts on or before the
policy term expiration date following termination of this Agreement, then Brooke
shall obtain insurance coverages for said Customer Accounts and Franchisee
thereby relinquishes to Brooke all ownership and possession of said Customer
Accounts and any related files.
6.6 Upon termination of this Agreement and for as long as necessary thereafter,
Brooke shall continue to account for all commissions on Direct ▇▇▇▇ Insurance
Policies audited, endorsed, changed, or canceled on behalf of Customer Accounts
owned by Franchisee and processed through the facilities of Brooke. Brooke shall
continue to record Customer Account activity on Franchisee's Account as set
forth in paragraph 2.2 of this Agreement.
6.7 Upon termination of this Agreement and for as long as necessary thereafter,
Brooke shall continue to account for all Net Premiums on Agency ▇▇▇▇ Insurance
Policies audited, endorsed, changed, or canceled on behalf of Customer Accounts
owned by Franchisee and processed through the facilities of Brooke. Brooke shall
continue to record Customer Account activity on Franchisee's Account as set
forth in paragraph 2.3 of this Agreement.
6.8 After the termination of this Agreement, Franchisee shall remain responsible
for payment to Brooke of all Agency ▇▇▇▇ Insurance policy net premiums and
Direct ▇▇▇▇ Insurance policy return commissions incurred on behalf of Customer
Accounts owned by Franchisee and processed through the facilities of Brooke.
6.9 If entries are recorded to Franchisee's Account in the month of or any month
after the termination of this Agreement, Brooke shall forward a record of
Franchisee's Account to
Franchisee on or about the 15th of said month. Franchisee shall pay Brooke on or
about the 20th of each month any amount owed by Franchisee.
6.10 Upon termination of this Agreement, Brooke shall cease to provide errors
and omissions insurance coverage for Franchisee and Franchisee shall not be
entitled to any refund of Franchisee's share of errors and omissions insurance
policy premiums.
6.11 Upon termination of this Agreement, Brooke shall be permitted to retain
copies of any files and records with respect to Franchisee's Customer Accounts
as it shall deem reasonably necessary to account for and process Customer
Accounts and for any other legitimate business purposes including preparation of
tax returns and audits thereof, defense of litigation, collection of Franchisee
Account, or otherwise.
6.12 In the event Franchisee elects to sell some or all Customer Accounts,
Brooke shall have the first right to purchase such assets at a price equal to
the amount offered to or by any other ▇▇▇▇ fide purchaser.
MISCELLANEOUS PROVISIONS:
7.1 Brooke shall not be obligated to pay Franchisee any share of Profit Sharing
Commissions, bonus commissions, advertising allowances, prize or any other such
payments from Insurance Companies or other suppliers.
7.2 Any notices required hereunder shall be deemed effective if in writing, and
delivered by hand or mailed by United States Mail, postage prepaid, or mailed by
certified mail, with return receipt requested. The effective date of notice
shall be the day of delivery by hand, and if mailed by regular mail, two days
following the mailing thereof, and if by certified mail, the date of receipt
thereof. A business day shall be deemed any day on which the United States
Postal Service shall have regular mail deliveries to the address to which the
notice is mailed.
7.3 This Agreement may not be modified, revised, altered, added to, or extended
in any manner, or superseded other than by an instrument in writing signed by
all of the parties hereto.
7.4 This Agreement may be executed in duplicate, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument representing the agreement of the parties hereto.
7.5 The failure by an party to enforce any provision of this Agreement shall not
be in any way construed as a waiver of any such provision nor prevent that party
thereafter from enforcing each and every other provision of this Agreement.
7.6 The invalidity or nonenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were
omitted.
7.7 This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their heirs and legal representatives but the rights and property
interests hereunder shall not be assignable by any party except as set out
herein.
7.7 This Agreement (including all Exhibits and Addendums hereto) contains the
entire agreement between the parties hereto and shall supersede and take
precedence over any and all prior agreements, arrangements or understandings
between the parties relating to the subject matter hereof. No oral
understandings, oral statements, oral promises or oral inducements exist. No
representations, warranties, covenants or conditions, express or implied,
whether by statute or otherwise, other than as set forth herein, have been made
by the parties hereto.
7.8 This Agreement shall be construed and governed by the laws of the State of
Kansas. At the option of Brooke, jurisdiction and venue for any dispute arising
under or in relation to this Agreement will lie only in Kansas with the ▇▇▇▇▇▇▇▇
County District Court, Phillipsburg, Kansas. In the event a lawsuit or
litigation is brought with respect to this Agreement, the prevailing party shall
be entitled to be reimbursed for and/or have judgment for all of their costs and
expenses, including reasonable attorney's fees and legal expenses.
7.9 Timeliness and punctuality are essential elements of this Agreement.
IN WITNESS WHEREOF, Brooke Corporation and Franchisee have executed this
Agreement as of the day and year first above written.
BROOKE CORPORATION: Franchisee:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Title: Secretary Title: Secretary
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SERVICE CENTER OPTION AGREEMENT
This Addendum is made to a Franchise Agreement dated September 4, 1997, between
Brooke Corporation (BROOKE) and G. I. Agency, Inc., (FRANCHISEE).
As provided for in paragraph 2.1, paragraph 2.7 and paragraph 3.9 of the
Franchise Agreement, Franchisee desires to retain the services of Brooke to
provide additional services not otherwise provided under the above referenced
agreement, consisting of the use of Brooke's "service center". The service
center shall be available to Franchisee for the purpose of providing licensed
customer service representatives to handle Franchisee's incoming phone calls.
In consideration of the use of the Service Center, Franchisee agrees to pay to
Brooke the additional fees of 10% of any Sales Commissions from Insurance
Companies for Customer Accounts.
IN WITNESS WHEREOF, Brooke Corporation and Franchisee have executed this
Agreement as of the day and year first above written.
BROOKE CORPORATION: Franchisee:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Title: Secretary Title: Secretary
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MANAGEMENT AGREEMENT
This Addendum is made to a Franchise Agreement dated September 4, 1997, between
Brooke Corporation (BROOKE) and G. I. Agency, Inc., (FRANCHISEE).
As provided for in paragraph 2. 1, paragraph 2.7 and paragraph 3.9 of the
Franchise Agreement, Franchisee desires to retain the services of Brooke to
provide additional services not otherwise provided under the above referenced
agreement, consisting of the use of Brooke's "service center". Brooke shall
provide management services, expertise and personnel for the management of
Franchisee's location in Grand Island, Nebraska.
In consideration of the use of the Service Center, Franchisee agrees to pay to
Brooke the additional fees of 10% of any Sales Commissions from Insurance
Companies for Customer Accounts.
IN WITNESS WHEREOF, Brooke Corporation and Franchisee have executed this
Agreement as of the day and year first above written.
BROOKE CORPORATION: Franchisee:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Title: Secretary Title: Secretary
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