1. Appointment: Independent Business Owner. You are hereby appointed by CSL as Independent Business Owner to personally solicit as an Independent Business Owner on behalf of CSL applications for insurance and annuity products (herein "Products") of insurance companies (herein "Designated Carriers"), now or hereafter specifically offered or approved in writing by CSL. Nothing in this Agreement shall be construed to create the relationship of employer and employee and you are and shall be an independent owner in relation to CSL. You will exercise your own judgment regarding time, place and manner of performing your duties hereunder in harmonious relationship with, and subject to, policies and guidelines established by CSL and the Designated Carriers. You agree and understand that it is your sole responsibility to pay self-employment, income and other taxes on commissions you earn pursuant to the terms of this Agreement, and that neither the Designated Carriers nor CSL will have any responsibility with respect to withholding or payment of FICA, FUTA, or any other tax. You are responsible for proper and prompt tax reporting, withholding and payment for your commissions and other income; and you agree to indemnify, defend and hold CSL harmless from and against any costs, expenses or levies incurred by, or assessed against, CSL as a result of your failure to do so. You are authorized to perform your responsibilities as Independent Business Owner under the terms and conditions of this Agreement in any territory which CSL assigns to you. Any change in territory must be agreed to in writing by both CSL and you. Commissions with respect to Products of Designated Carriers shall be per schedules issued to you by CSL or the Designated Carriers from time to time during the term hereof, which schedules may be revised at any time or from time to time in the sole discretion of CSL or the Designated Carriers.
2. Independent Business Owner Responsibilities. You agree to:
2.1 Abide by all policies, guidelines, rules, rate books, regulations and instructions of CSL and the Designated Carriers dealing with the Products as prescribed from time to time; observe and comply with the insurance laws and regulations of the states where you do business or solicit applications for Products; and comply with all provisions of your agency contracts with the Designated Carriers.
2.2 Explain fully the terms, conditions and provisions of all contracts and Products to prospects and to not make untrue statements, interpretations, misrepresentations, or omit or evade material facts concerning the Products. All advertising, sales materials, circulars or other communications using the name of CSL (or any affiliate) or the Designated Carriers or relating to any Products (whether written, oral, audio or visual) must be approved in writing by CSL, which approval may be withdrawn for any reason at any time.
2.3 Indemnify, defend and hold CSL harmless from and against any costs, fees and expenses that CSL may incur for any administrative or legal action involving you to which CSL may be made a party or otherwise incur a cost or expense. CSL may, at its discretion, employ its own counsel in defense of such action. Furthermore, you hereby understand and agree that additional costs and expenses (e.g. membership benefits and subscription costs) may be changed or charged by CSL from time to time based upon market conditions and you agree to abide by all such changes and to be responsible for the payment of all such additional costs and expenses, if any. Any such additional costs and expenses that remain unpaid by you for any reason shall become part of the "Debt", as such term is defined in Section 5 below.
2.4 Treat all information, records and confidences, including but not limited to CSL prospect and policyholder lists, renewal and expiration dates of Products, training, educational and other materials which CSL has provided to you in your role as Independent Business Owner (collectively "Confidential Material"), as confidential; and not copy, reproduce, distribute or disclose any such Confidential Material at any time without the prior written consent of CSL, which consent maybe withdrawn at any time, or use any Confidential Material in any way adverse to CSL or any of its Independent Business Owners or affiliates. You may disclose Confidential Material as necessary to perform your responsibilities under this Agreement. Upon termination of the Agreement for any reason, you agree to immediately turn over to CSL all Confidential Material, supplies, forms, Independent Business Owner lists, prospect and policyholder lists, specimen policies, training materials and all other material, including all computer programs, files and functions, pertaining to the business of CSL or to the sale of Products pursuant hereto.
2.5 If requested by CSL, Independent Business Owner shall deliver to CSL within ten (10) days from such request, a sworn financial statement detailing the then current financial condition of such Independent Business Owner, the form and content of such sworn financial statement to be subject to the approval of CSL, in its sole discretion.
2.6 In the event an Independent Business Owner shall desire to utilize a web site in their business, and further desire to utilize the name “CSL Insurance Services” in such web site, then in that event, said Independent Business Owner shall first obtain the written permission of CSL to so utilize said name in such web site.
3.1 During the term of this Agreement and for a period of thirty-six (36) months following any termination hereof, you agree not to, directly or indirectly: (a) induce or attempt to induce any of the Designated Carriers' policyholders or Product holders to discontinue payment of premiums, or cancel, surrender, relinquish or otherwise cause termination of any policy, annuity or other Product with the Designated Carriers; or to pay or allow or offer to pay or allow as an inducement to any person to insure, any rebate of premium or other consideration or any inducement not specified in the Product; and (b) on Independent Business Owner's behalf or on behalf of any other person, partnership, association, corporation or other entity, hire or solicit or in any manner attempt to influence CSL’s other representatives, Independent Business Owners, independent owners, directors, officers or employees, to leave the service or employment of CSL or any of CSL's affiliates, or terminate any existing contractual relationship with CSL or any of CSL's and affiliates.
3.2 For a period of thirty-six (36) months following any termination of this Agreement, you agree not to contact any client or customer or former client or customer of CSL, or any affiliates of CSL, whom you had contact with or became aware of while acting as an Independent Business Owner, except for those policy holders for whom you are the Independent Business Owner of record.
3.3 You agree not to use any leads provided by CSL or any affiliate for the sale of any insurance or annuity products for any carrier other than the Designated CSL Carriers.
4. Payment of Debts. "Debt" or "Debts" as used in this Agreement, means and includes CSL's advances against future commissions or for any other reason, and any claims CSL may have against you (including any debts owed by you to Designated Carriers which CSL is obligated to pay whether actually paid or not) all of which sums shall be due and payable on demand. All Debts shall, to the extent permitted by law, bear interest at the highest lawful rate. CSL shall have a first lien on all commissions payable to you hereunder or any supplement hereto and pursuant to contracts with Designated Carriers, for any Debt due CSL or any affiliates of CSL from you, and CSL may, at any time, deduct any such Debts from any monies due you under this Agreement, or from any source. You also agree to pay reasonable attorney's fees and court costs incurred by CSL to collect Debts. To secure payment of the Debts described in this paragraph, you hereby collaterally assign to CSL all commissions now or hereafter due you under this Agreement or any other amount that maybe owing to you by CSL.
5. Fair Credit Reporting Act. At any time CSL is attempting to collect any debit balance(s) from an individual Independent Business Owner, an investigative consumer report may be obtained. Information is obtained through personal interviews with third parties, such as family members, business associates, financial sources, friends, neighbors or others with whom you are acquainted. This inquiry includes information as to your character, general reputation, personal characteristics and mode of living. You have the right to make a written request within a reasonable period of time to CSL for a complete and accurate disclosure of additional information concerning the nature and scope of the investigation. By signing this agreement, you authorize CSL to conduct an investigation concerning your character, credit report, general reputation and personal traits and release any person, state insurance department and companies so contacted from any liability with respect to the content of verbal or written information given to CSL.
6. Termination of Agreement.
6.1 This Agreement, together with all schedules and amendments hereto, shall terminate:
A. Immediately for cause, upon (i) your breach or threatened breach of any provisions of this Agreement; (ii) your systematic replacement of our business with that of other insurance companies; (iii) your commission of any act, whether of dishonesty, fraud or otherwise, which is grounds for the loss, suspension or termination of your insurance license; or (iv) the loss, suspension or revocation of your insurance license. This Agreement shall terminate immediately as to any Designated Carrier if your agency agreement with such carrier is terminated.
B. Immediately upon the withdrawal by CSL from the territories where you are licensed.
6.2 Upon termination of this Agreement by any party pursuant to subparagraph 6.1B above, subject to the rules of the Designated Carrier, you and your heirs or successors shall be entitled to continue to receive any and all commissions due you applicable to all applications for Products submitted by you up to the date of termination of this Agreement, after CSL has been reimbursed for all expenses, including service expenses, incurred in connection with such applications. The foregoing shall be applicable provided you have, during the term hereof, been in compliance with, and after termination of this Agreement, you continue to comply with, the requirements of Paragraphs 3.1, 3.2 and 3.3 hereof, and provided further that CSL continues to receive commissions applicable to those Products from the Designated Carriers after termination of this Agreement.
6.3 Upon termination of this Agreement pursuant to subparagraph 6.1A of this paragraph 6, Independent Business Owner shall have no right to continued commissions pursuant to this Agreement. Further, upon termination of any contract between Independent Business Owner and a Designated Carrier for cause (as defined in such contract), Independent Business Owner shall not be entitled to any commissions under such contract and CSL shall have no obligations hereunder to Independent Business Owner with respect to such contract.
6.4 Within five (5) days of the termination of this Agreement pursuant to either subparagraph 6.1A or 6.1B of this paragraph 6, Independent Business Owner shall release all “Independent Business Owners” (defined below) back to CSL.
6.5 In the event of any breach or threatened breach of any provisions of this Agreement by you, CSL shall be entitled to an injunction restraining you from engaging or continuing to engage in any conduct prohibited herein or otherwise constituting a breach or threatened breach hereof without the necessity of posting a bond.
The preceding sentence shall not preclude CSL from pursuing any other remedies available to it by law or in equity for such breach or threatened breach, including recovery of money damages from you.
7. Miscellaneous Provisions. The following miscellaneous provisions are agreed upon by the parties:
7.1 Legal Construction. If any one or more of the provisions contained in this Agreement shall, for any reason, beheld to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
7.2 Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by, construed and interpreted, and enforced in accordance with the laws of the State of Texas, without regard to conflicts of laws principles. The parties hereto acknowledge and agree that the sole and exclusive venue for all dispute resolution arising out of Texas and/or relating to this Agreement shall be the Circuit Court for Texas, and that such court shall have jurisdiction over all proceedings in connection with this Agreement. The parties hereto waive all rights for removal of any dispute hereunder to federal court and waive any other jurisdiction or venue unless agreed to in advance in writing by both parties to this Agreement. The parties hereto further irrevocably waive any claim that any action or proceeding brought in any such county court has been brought in an inconvenient forum. The parties agree that the state of Texas bear a substantial relationship to this Agreement and that its courts have personal jurisdiction over the parties. In the event that either party engages the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and other expenses from the non-prevailing party, which shall include any fees or costs incurred at the investigative stage, the trial level, or in any appellate proceedings.
THE PARTIES EACH HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND INTENTIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO CSL ENTERING INTO THIS AGREEMENT AND CONTRACTING WITH INDEPENDENT BUSINESS OWNER PURSUANT TO THE TERMS SET FORTH HEREIN.
7.3 Headings. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matter to be considered in construing the terms of this Agreement.
7.4 Parties Bound. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, the affiliates of CSL and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement, and all representations, warranties and agreements shall survive the execution and termination of this Agreement.
7.5 Non-Assignability. Neither this Agreement nor the rights and benefits accruing hereunder, may be assigned by you.
7.6 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when delivered in person, or when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to you at your last known address, and to CSL 320 Decker Dr., Suite 204, Irving, TX 75062.
7.7 Amendment; Prior Agreements. This Agreement may be changed or amended at any time by CSL upon thirty (30) days written notice to Independent Business Owner, which amendment shall automatically become effective at the end of such thirty (30) day period, if not objected to in writing by the Independent Business Owner within such period. All agreements between you and CSL are contained in this Agreement. This Agreement shall supersede any and all prior written or verbal agreements between you and CSL regarding the subject matter hereof and regarding applications for Products solicited by you after the date of this Agreement, provided, however, that all obligations or liabilities to CSL previously incurred or assumed by you and liens created in connection therewith still exist and shall attach hereto.
7.8 Waiver. No term or condition of this Agreement shall be deemed to have been waived by CSL, nor shall there be any estoppel against the enforcement by CSL of any provisions of this Agreement, except by written instrument executed by CSL in each such instance. No such written waiver by CSL shall be deemed a continuing waiver unless specifically so stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived. Waiver by CSL of a default by you of any provisions of this Agreement in one instance shall not be considered as a subsequent waiver of such provisions.
7.9 Affiliates. For purposes of this Agreement, an "affiliate" of, or a person "affiliated" with CSL, is a person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, CSL. References to "affiliates" of CSL shall include all affiliates of CSL actually known to Independent Business Owner, as well as any affiliates of CSL who are identified to Independent Business Owner by CSL, whether during the term of this Agreement or after any termination hereof.
7.10 Provisions. To the extent that you, receive additional compensation based upon your relationship with another Independent Business Owner (the “Independent Business Owner), the provisions of this paragraph shall apply; otherwise, these provisions shall be of no force or effect. You will use your reasonable efforts to ensure that your Independent Business Owners comply with the terms of their respective agreements with CSL and the Designated Carriers. Production of your designated Independent Business Owners and any additional compensation payable to you thereon, will be credited and/or payable to you in accordance with CSL's policies and procedures in place from time to time and pursuant to schedules issued to you by CSL during the period you receive additional compensation based upon your relationship with a Independent Business Owner. You will be responsible for chargeback’s and other debts of your Independent Business Owners in accordance with CSL's policies and procedures in place from time to time during the term you receive additional compensation based upon your relationship with a Independent Business Owner.