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EXHIBIT 10.96
[LOGO]
THE CHESAPEAKE LIFE INSURANCE COMPANY
MASTER GENERAL AGENT
CONTRACT AGREEMENT
I. AGREEMENT
This Contract Agreement (an "Agreement") is
between the natural person or
business entity that signs below, called
"you" or "your" and The Chesapeake Life
Insurance Company, called "we", "us", or
the "Company" that signs a Commission
Schedule (a "Schedule") to this Agreement.
The Company and Life Professionals
desire to enter into this Agreement and
work together for their mutual benefit,
through the sale and service of Company
Products to suitable customers who have
the need and desire to purchase such
Products. "Product" refers to a
non-securities insurance and annuity
product of the Company.
At its option, which shall not be
unreasonably withheld, the Company agrees to
contract with and/or appoint Sub-Producers
recruited by you, and Sub-Producers
recruited by your Sub-Producers,
(collectively referred to as "Sub-Producer's")
who meet the standards then generally
required by us in the appointment of life
and annuity sales producers. If a
Sub-Producer who is already under an Agreement
with the Company is assigned to you, your
responsibilities with respect to that
Sub-Producer are the same as if you
recruited the Sub-Producer to the Company
unless otherwise agreed in writing by you
and the Company.
Sub-Producers may be contracted only on
standard Sales Producer Agreements or
Licensed Only Sub-Producer Acknowledgements
and accompanying Schedules approved
by and made available through the
Company.
The Company may immediately suspend your
ability to recruit Sub-Producers under
this Agreement, if the Company has
reasonable cause to suspect that you have
engaged in conduct involving violation of
the terms of your Agreement. You will
be notified, in writing, of the reason and
the terms of any suspension.
II. AGREEMENT DATE
This Agreement will take effect when the
Company signs a Schedule at the
Company's home office and appoints you as
its insurance producer according to
applicable law. A Schedule will take effect
when signed by the Company at its
home office. This Agreement, Stock Bonus
Plan Addendum, Admin Bonus Plan
Addendum, Proprietary Product Designation
Addendum, Promissory Note, Guaranty
and Security Agreement, Ethics Policy,
Appointment Application and a Schedule
form the entire Agreement between the
Company and you concerning matters covered
by this Agreement. This Agreement
terminates and replaces any prior Agreement
between the Company and yourself concerning
matters covered by this Contract.
This Agreement can be amended only by a
document signed by the Company and
yourself. Any amendment to this Agreement
or a Schedule will take effect when
signed by the Company at its home office.
The Company will give you prior
written notice before amending or replacing
a Schedule.
The Agreement Date applies to all
applications for Policies submitted on or
after the Contract Date, which is specified
on the signature page of this
Agreement.
III. RELATIONSHIP
This Agreement shall not be construed to
create the relationship of employer and
employee between the Company and you or any
of your Sub-Producers. You are an
independent contractor and not an employee
of the Company. You may solicit only
applications for the Company that are
listed in a Schedule. You shall be free to
exercise independent judgment as to the
time and place of performing all acts
authorized under this Agreement except as
provided in Section IV.
IV. DUTIES, OBLIGATIONS, AUTHORIZATION AND
LIMITATIONS
The following conditions shall apply to you
or to any of your employees or to
any Sub-Producers:
1. You and all Sub-Producers shall have no
powers of authority other than those
expressly granted in this Agreement, and no
other or greater power or authority
shall be implied by the grant or denial of
powers or authority specifically
mentioned.
2. For as long as you are contracted with
the Company, licensed, appointed and
in good standing with the regulatory
authorities, the Company hereby authorizes
you to:
(a)
Personally
produce applications for Policies covered by this
Contract Agreement and Schedule; and
(b)
Collect the
first premiums on such applications in the form of a
check or money order made payable to the Company.
(c)
Solicit, through
Sub-Producers selected by you, contracted by us,
applications for Policies covered by the Sub-Producer's Sales
Producer Agreement and Schedule or Licensed Only Sub-Producer
Acknowledgment.
3. You may recommend that the Company enter
into Agreements with other natural
persons and business entities, but the
Company is not obligated to do so. You
are responsible for training and
supervising any insurance Sub-Producer who
reports directly to you regarding the
Sub-Producer's compliance with such an
Agreement. You agree also to ensure that
you and your Sub-Producers are familiar
with and understand the terms and
conditions of the Products and the supporting
marketing literature made available by us
in connection with any of the
Products, which you sell under this
Agreement. You are responsible for all
expenses that you incur.
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4. You agree to conduct your activities in
a professional manner and in
accordance with all laws and regulations in
force in the states in which you
market any Company Products and you further
agree to abide by all present and
future decisions and instructions issued by
the Company. You agree to ensure
that your Sub-Producers are familiar with
the Code of Conduct detailed in the
Ethics Policy attached to and made part of
this Agreement.
5. The Company reserves the right at any
time to change any guideline, rule,
policy, instruction or directive relating,
but not limited to, market conduct,
underwriting rules or guidelines, mortality
rates and interest crediting rates.
You agree to promptly inform all
Sub-Producers or employees of our rules,
regulations and policies and of any
amendment, addition, change or modification
of the same by the Company.
6. You must comply with all applicable
federal, state and local laws, statutes,
regulations and guidelines, including
without limitation any state statute,
regulation, order or interpretation in
effect requiring that you protect the
privacy of all "Nonpublic Personal
Information" that you have about an
applicant, owner, insured, annuitant,
beneficiary or other person who seeks to
obtain, obtains or has obtained a Product
or service from the Company that is to
be used primarily for personal, family or
household purposes, and any law
regarding the suitability of products sold
by insurance producers. If you
receive any such nonpublic information from
the Company, you will use the
information only in connection with your
performance under this Agreement and as
permitted by law. You agree to establish
physical, electronic, and
administrative procedures to protect the
security and confidentiality of
"Nonpublic Personal Information."
"Nonpublic Personal Information" has the
meaning set forth in section 509 of the
Gramm-Leach Bliley Act (P.L. 106-102) and
any federal and state laws and
regulations that implement that Act and
includes but is not limited to name,
address, and financial or health
information of a policyholder, insured,
applicant or prospect.
This section survives the termination of
the Master General Agent Agreement.
7. You must comply with all Company rules
and procedures, which are intended to
implement, or which are otherwise related
to such federal, state and local laws,
statutes, regulations or guidelines. You
acknowledge the Company's obligation to
investigate alleged breaches of such laws,
statutes, regulations, guidelines,
rules or procedures, as it may deem
appropriate, and to act on the findings of
such investigations. You further agree to
cooperate fully in any investigation.
The Company agrees to provide You with
written notice of all changes to rules
and procedures and such changes shall not
become effective until thirty (30)
days after written notice has been provided
or unless earlier as required by law
or the appropriate regulatory
authority.
8. You may not: bind the Company by any
promise or agreement; accept a
promissory note for, or incur any expense
or obligation on behalf of the
Company; waive any of the Company's rights
or requirements regarding, or any
provision of, a Product; make, alter,
modify or discharge any Product, any
provision in any Product, application,
conditional receipt or any other writing
for the Company; extend the time for
payment of premiums; waive or extend any
Policy condition or waive any forfeiture;
accept payment of any past due
premium, except as requested by Company;
approve or recommend approval of
evidence of insurability; make any
representation or state any opinion regarding
the validity or payment of any claim;
guarantee current interest or premium
rates; guarantee the continuance of any
practice or procedure of the Company;
use any of the Company's names, logos or
trademarks without the Company's prior
written consent; advertise any Product or
the Company unless the Company
provides the advertisement to you or has
previously given you its written
approval of the advertisement; begin any
legal proceeding on behalf of the
Company without the Company's prior written
consent.
9. You agree: to exercise reasonable care
and diligence to ensure that the
Products covered by us under this Agreement
are maintained current and in force;
that it is your responsibility to provide
reasonable post sales service to
Policyholders and the beneficiaries of
Policyholders and to exert your best
efforts to promote the interest of the
Company; to not open any bank or other
account(s) in the Company name; not to
endorse, cash or deposit any check,
draft, or money order made payable to the
Company; not to use any funds
collected for or on account of the Company,
by yourself, your employee's or your
Sub-Producers for any personal or other
purpose whatsoever.
10. You shall make full disclosure to us of
all facts known or learned about any
applicant for coverage that relates to
insurability.
11. We will pay all customary underwriting
costs, including all reasonable
costs, expenses and fee's for obtaining
such medical and other information we
consider necessary to determine the
insurability of applicants for our Products.
You are responsible for all expenses, other
than the customary underwriting
costs referred to above, incurred by you or
your Sub-Producers in the
performance of this Agreement. If you cause
us in any way to incur unnecessary
underwriting costs, then we reserve the
right to offset from your compensation
any or all such underwriting expenses.
12. After giving you reasonable notice, the
Company may visit your office,
examine your files and records and
accompany you while you represent the
Company, all at reasonable times. You agree
to keep accurate and complete
records and accounts of all transactions,
and shall provide the Company complete
access and right to inspect and copy all
records, vouchers, bank accounts,
transactions, correspondence and other
information we may reasonably require as
they relate to business placed with us. You
agree that your obligation under
this Section IV, item 12 shall survive the
termination of this Agreement. Your
obligation under this section of the
Agreement shall survive for a period of two
years after the termination of the
Agreement.
13. The Company may require you to maintain
errors and omissions (E&O) insurance
on yourself with an insurance company, and
in form and amount, satisfactory to
the Company, at your expense.
14. The Company may at any time stop doing
business in any state or area within
a state, stop offering any Product for
sale, or change any term of a Product or
any condition under which the Company may
offer a Product.
15. You agree not to deliver a Policy
unless you can reasonably determine that
the proposed insured is in as good health
as at the time of application, and
unless the first premium has been fully
paid. You agree to return any Policy,
which cannot be delivered within thirty
(30) days for any reason to the
Company's home office at the end of the
thirty (30) day delivery period.
16. You hereby agree to indemnify and hold
the Company harmless from all losses,
expenses, including, but not limited to,
reasonable attorney fees, costs and
damages resulting from any act of
commission or omission of negligence or
misfeasance by you, any Sub-Producers, or
any employee of yours. You agree that
your obligations under this Section IV,
item 16 will survive the termination of
this Agreement. Your obligation under this
section of the Agreement shall
survive for
