Exhibit 10.8
MANAGING GENERAL AGENTS AGREEMENT
HEALTH PLAN ADMINISTRATORS, INC.
1. PARTIES.
The parties to this MANAGING
GENERAL AGENT
AGREEMENT are:
Health
Plan Administrators,
Inc. hereinafter called (HPA), with its principal place of
business at 15438 N.
Florida
Ave.,
Suite 105,
Tampa,
FL 33613,
and Michael
Tobias (Health Benefits
Direct)
hereinafter
called (MGA),
with its principal
place of business at 2900 Gateway Drive, Fort Lauderdale FL 33069
WHEREAS, HPA, wishes to retain MGA to represent it as MANAGING
GENERAL AGENT;
and WHEREAS, MGA, wishes to represent HPA as its MANAGING GENERAL
AGENT.
THEREFORE, in consideration of the mutual covenants and agreement
made herein,
HPA and MGA hereby agree as follows:
2. APPOINTMENT. HPA hereby appoints MGA, and MGA agrees to act as
HPA's Managing
General Agent on the terms and conditions stated herein.
3. RELATIONSHIP. MGA is an independent contractor, and nothing
herein shall be
construed to create the relationship of Employer and Employee
between HPA and
MGA. In performance of any and all of the obligations hereunder,
MGA shall be
acting on its own behalf and not as an employee, partner or
associate of HPA and
it shall not hold itself out in any capacity other than a Managing
General Agent
authorized to solicit and submit insurance applications for HPA.
HPA may
periodically prescribe rules and regulations regarding eligibility
requirements
of applicants for insurance.
4. TERM. This agreement shall become effective on the date when
both parties
have executed it and shall be for an indefinite term and is
terminable at will,
with notice as set forth herein.
5. MGA DUTIES. As a Managing General Agent of HPA, MGA agrees to
use his best
efforts:
A. recruit, train and supervise agents, subject to approval by HPA,
to
promote and effect sales of STM available through HPA. HPA reserves
the
right to refuse to accept any proposed agent, at HPA's sole
discretion;
B. to distribute APPROVED descriptive and educational material
regarding
the HPA plans available to HPA agents.
C. to comply with all HPA's rules and regulations and with all laws
and
regulations of the state in which it or its agents solicit
business;
D. to timely and adequately train all agents;
E. to prevent any agent to solicit insurance for HPA until the
agent is
duly licensed and appointed with the proper State Insurance
Department;
F. to be responsible for having licenses for itself and for all its
agents
in the state in which it and its agents solicit insurance, and for
renewing
these licenses yearly; for paying for all agents' licenses, bond
fees, and
fees and taxes required by any state, Local or Municipal
government;
6. LIMITATIONS ON AUTHORITY. MGA does not possess nor is it
entitled to exercise
any authority on behalf of HPA other than that expressly conferred
by the
Agreement. The following specific limitations on the authority of
the MGA do not
exclude any other limitations on its authority. Specifically, by
way of
description, and not limitation, MGA shall not have any authority:
A. to make, alter or discharge any of the terms, rates, or
conditions of
any contract, policy or benefit program provided by HPA, either
directly or
indirectly;
B. to make, alter or waive any procedural rule or regulation of
HPA;
C. to waive any forfeiture;
D. to extend the time for payment on any premium;
E, to guarantee dividends or experience rating refunds;
F. to solicit collection of any monies;
G. to issue or circulate (printed materials, fax or on the
Internet)
advertisements or literature unless it is first approved in writing
by HPA;
H. to alter any forms provided by HPA;
I. to substitute forms in place of those provided by HPA;
J. to expend, or contract for the expenditure of funds of HPA,
except as
expressly authorized in writing;
K. to act as a writing insurance agent, except as provided in
Managing
General Agent Commission Agreement between MGA and HPA.
L. to institute legal proceedings of any kind or character on
behalf of HPA
in connection with any matter pertaining to business covered by
this
Agreement. MGA agrees to notify HPA promptly in writing, of the
institution
of any legal proceedings against it or HPA in connection with the
business
covered by this Agreement.
7. EXPENSES AND RESPONSIBILITIES. MGA shall pay all expenses
incurred by MGA.
MGA shall be responsible to HPA for all premiums received by MGA or
by any
employee, agent or representative of MGA. In soliciting
applications, neither
MGA nor its agents, or employees, will make representations or
guarantees to
applicants as to the issuance of a policy or coverage of specific
medical
conditions or claims. Each agent shall ask each applicant every
question on the
enrollm
