This Agreement is made by the above-named Broker (also "you," "your", or "yours") and Citizens Security Life Insurance Company, a Kentucky corporation (the "Company").
1. APPOINTMENT:
The Company appoints and authorizes you, as an independent contractor, to solicit the sale of and sell the Company's group insurance policies listed in the Company's Commission Schedule(s) provided to you (the "Policies") according to the terms hereof. No territory is assigned exclusively to you.
2. RESPONSIBILITIES:
a) You are authorized: (1) to collect initial premiums for the Policies made payable to the Company; and (2) to remit these initial premiums in full immediately to the Company or its designee without making any deductions therefrom. Premium must be only in the form of check, draft, or money order made payable to the Company. You should never accept cash or deposit an initial premium check, draft, or money order to your personal or business account
b) All premiums and any other funds due the Company which come into your possession are received in a fiduciary capacity only, and you will handle such premiums and other funds in accordance with law, and you will remit such premiums and other funds immediately to the Company.
c) You will: (1) promote the sale of the Policies according to the Company's underwriting guidelines which are communicated to you; (2) strive to achieve an underwriting profit on the Policies sold by you; (3) meet in a manner fully consistent with (1) and (2) of this Section 2(c) any sales quotas set for you by the Company.
d) You will conduct your business affairs in a highly responsible and reputable manner designed to further the interests of the Company.
e) While this Agreement is in effect, you will maintain errors and omissions insurance with limits of liability and deductible amounts, and issued by a carrier, acceptable to the Company.
f) The Company is not liable to you or to any other person for any expenses you incur or for damages of any kind or nature caused by you, and you will defend and protect the Company and its affiliates and hold the Company and its affiliates harmless against the claim or demand of any person for damages by reason of any willful or unauthorized or negligent act or omission of yours.
g) You shall not be liable to the Company nor any other person for any expenses the Company incurs or for damages of any kind or nature caused by an employee of the Company. The Company will indemnify and defend you against the claim or demand of any person for damages by reason of any willful or unauthorized or negligent act or omission of the Company or an employee of the Company.
3. LIMITS OF AUTHORITY:
a) If you desire to place advertising which names the Company, you must first receive the written approval of the Company or its designee.
b) You have no authority to modify or waive any term of any insurance application, Policy, or underwriting guideline or rate pertaining to a Policy.
c) You may not bind the Company on any type of contract other than the Policies, or do any other thing on behalf of the Company not expressly authorized herein.
4. PROCEDURE:
a) The Company or its designee will bill policyholders directly and will collect from policyholders all premiums subsequent to the initial premium paid in connection with any issued Policy, and all such premiums will be payable by the policyholder directly to the Company or its designee. You will strive to ensure that all premium payments made by policyholders, subsequent to the initial premium payment, are paid directly to the Company or its designee. You will service all Policies sold by or referred to you in a manner calculated to maintain friendly relations among policyholders, you, and the Company.
b) The acceptance, continuance, cancellation, and rejection of insurance coverages and payment of all claims rest exclusively with the Company or its designee. Should the Company or its designee for any reason refund any premiums on a Policy written by or referred to you, you will be liable for the repayment of any commissions received on such refunded premiums.
5. COMPENSATION:
a) As compensation for the sales and services you render hereunder where you are designated as the agent of record, you will be paid commissions for the Policies you sell and service, and which are paid for, according to the terms of the Company's Commission Schedules.
b) You agree to comply with all regulatory requirements related to the disclosure of broker or agent
compensation.
c) The Company or its designee may: (1) upon 15 days' prior written notice to you, add new Policies to, or delete any Policy from, the Company's Commission Schedules; (2) without prior written notice to you, change any premiums for Policies to be sold thereafter; or (3) upon 15 days' prior written notice to you, change the commission payable on any Policy or modify the Company's Commission Schedules in any manner.
d) The Company or its designee may deduct from your commissions and other compensation the amount of any of your short remittances of premiums or other indebtedness to the Company, and if current commissions and other compensation due you are not sufficient to offset the amount of such short remittances or indebtedness, you will immediately remit such difference to the Company or its designee upon demand.
6. TERMINATION:
a) This Agreement may be terminated by the Company, its designee or you, without assigning cause, upon 30 days' prior written notice delivered personally or sent by overnight courier or certified mail with postage fully prepaid to the other party at the addresses shown in this Agreement, and may be terminated by the Company or its designee, for cause, at any time upon written notice to you. As used in the preceding sentence, "for cause" includes, but is not limited to, a single instance of: (1) mishandling or misappropriation of premium by you or an employee or agent of yours; (2) failure to follow the Company's underwriting guidelines communicated to you; (3) your violation of any term of this Agreement; or (4) your violation of any applicable statute, regulation, or other law.
b) Upon termination of this Agreement, you will remove immediately from your place of business, at your expense, all signs relating to the Company, and you will cease to hold yourself out to anyone as the Company's agent.
c) Upon termination of this Agreement, you will be entitled only to commissions which are then unconditionally due and payable, less the amount of any and all obligations of yours due or to become due the Company, including, but not limited to: (1) premiums; (2) commission returns on terminated Policies; (3) the replacement cost of unreturned or damaged signs, manuals, rate books, and supplies; (4) the cost of reconstructing undelivered or incomplete flies and records necessary to service the Company's insureds or insurance business; and (5) all of the other costs of the Company or its designee resulting from your failure to comply with the terms of this Agreement. Any amount you are entitled to hereunder upon termination of this Agreement will be paid to you as soon as practicable after such termination.
d) Upon written notice of the termination of this Agreement, the Company or its designee will be entitled to immediate possession of, and, upon the Company's or its designee's request, you will deliver to the Company all files and records necessary to service the Policies, and the Company or its designee will, after such delivery, be responsible for the servicing of such insureds and insurance business. Upon termination of this Agreement, the Company or its designee will be entitled to immediate possession of, and within 24 hours after such termination, you will deliver to the Company or its designee: (1) any and all files and records necessary to service the Company's insureds or insurance business which were not previously returned to the Company or its designee; (2) all material bearing the name or insignia of the Company, including all signs, manuals, rate books, forms, sales aids, stationery, envelopes, applications, and Policies; and (3) any and all other material or property furnished by or owned by the Company or necessary to service the Company's insureds or insurance business.
7. GENERAL PROVISIONS:
a) You are an independent contractor, not an employee. You agree that because you are engaged in your own independent business, you will not participate in any pension or retirement (including, but not limited to, annuity) benefits or be eligible for unemployment compensation benefits or workers compensation benefits from or through the Company. You will: (1) Exercise your own judgment with respect to, and be responsible for, controlling the manner of your performance hereunder; (2) Be responsible for scheduling and controlling the number of hours to be worked; (3) Be responsible for providing your place of business and business equipment, at your expense; (4) Be compensated for services performed hereunder only in direct relation to sales produced and in accordance with the current applicable company commission schedules; (5) Secure an employer identification number, if necessary, and maintain detailed records of income and expense with respect to the services performed hereunder adequate to prepare federal and state income tax returns: and (6) Timely file all tax returns and reports required of self-employed independent contractors by federal, state, and local government authorities. You acknowledge that neither the Company nor its designee will withhold any taxes from your earnings, or pay any taxes on your behalf, and that you are solely responsible for the payment of all taxes directly or indirectly related to the payment of compensation for your services hereunder. You will secure and maintain in force your own Workers' Compensation coverage (or similar coverage, if not qualified therefore) and public liability insurance coverage with limits of liability acceptable to the Company, and you will provide certificates of such coverages to the Company upon request. Such certificates will provide, among other things, that no such coverage may be modified or terminated without at least 10 days' prior written notice to the Company.
c) The Company or its designee may during ordinary business hours inspect, audit, and copy any or all of your files, books, accounts, and records relating to the Company’s insureds or insurance business.
d) Except as provided in Sections 5(c) and 6(a) of this Agreement, this Agreement may be amended only in a written instrument signed by the parties.
e) This Agreement shall be binding upon the parties, their successors, and permitted assigns. Neither party shall assign its rights, duties, or obligations hereunder without obtaining the consent of the other party, except that the Company may assign its rights, duties, and obligations hereunder to another insurance company designated by the Company. By entering into this Agreement, you agree to such assignment by the Company to an insurance company designated by the Company without any further action or obligation on the part of the Company.
f) If any term of this Agreement violates any applicable statute, regulation, or other law in your territory, that term is hereby automatically amended to conform to the minimum relevant requirements, if any, provided under such statute, regulation, or other law.
g) Failure of the Company to insist upon compliance with any of the terms of this Agreement or with any of the instructions or the underwriting guidelines communicated to you will not be construed as a waiver thereof unless the Company or its designee in each instance so provides in writing, but all of the same will continue in full force and effect. You understand and agree that the Company and its designee reserves the right to be inconsistent in administering broker agreements from one person to another, and you hereby waive any and all claims based upon or arising out of any such inconsistency.
h) You acknowledge having read and understood this Agreement in its entirety and having had an opportunity to consult with legal or other counsel regarding this Agreement prior to signing the same.
i) Any right of the Company regarding any of your duties hereunder may be enforced in any appropriate manner including, but not limited to, injunctive or other equitable relief when the circumstances justify the same.
8. SIGNATURES:
IN WITNESS WHEREOF, you and, by their authorized representatives, the Company have executed this Agreement effective as of the day and year first written above.
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