The Agreement is made between Tangiers Global Ltd, (hereafter ‘TGL’), St. Clare House, 30-33 Minories, London EC3N 1PE, UK, and the party named herein as the Producer (‘Producer’). This Agreement is effective from the Effective Date indicated in the Compensation Schedule Attached hereto.
1. Producer License: With respect to all jurisdictions in which the Producer conducts its business and that require by rule or applicable law that the Producer be duly licensed as an insurance agent, agency or broker in order to lawfully transact business as contemplated herein, the Producer represents and warrants to TGL that it is duly licensed and will maintain such license(s) in active status and in good standing at all times during the currency of this Agreement. The Producer agrees to provide copies of such licenses upon request by TGL.
2. Authority: TGL authorizes the Producer to (a) obtain applications for insurance policies and/or certificates ("Policies") and submit same to TGL for consideration; and (b) collect and remit initial required premiums to TGL; and (c) deliver Policies and associated documentation and correspondence issued by TGL to accepted applicants, if so requested by TGL.
3. Limitation of Authority: It is understood and agreed that the Producer and its employees, agents, and representatives shall have no authority to, and shall not under any circumstances:
a. accept risks, pass upon insurability, or bind TGL in any way;
b. make or modify Policies on behalf of TGL or waive any of TGL's rights or requirements;
c. collect or receive premiums or renewal premiums on Policies other than the initial required premium;
d. endorse, cash or deposit any checks or drafts payable to TGL;
e. open any bank account or trust account on behalf of, for the benefit of, or containing the service marks, registered marks, designs, or logos of TGL, its insurers or their respective subsidiaries, affiliates or related companies without the express prior written consent of TGL (granted or withheld at its sole discretion);
f. directly or indirectly induce, cause or endeavor to induce or cause any Agent, General Agent, Managing General Agent, or other producer or broker independently contracted with TGL to terminate, default under, breach or alter its producer contract with TGL, or induce, cause or endeavor to induce or cause any Policyholder to cancel, replace or lapse a Policy or
g. do or perform any act of thing other than those expressly authorized herein.
4. Relationship: The parties agree that the Producer acts solely as an independent contractor and for its own account, and this Agreement shall not create an employer-¬‐employee, principal-¬‐agent, master-¬‐servant, representative, profit-¬‐sharing or joint venture relationship or partnership of any kind between or among the Producer (or any Sub-¬‐Producer) and TGL or its insurers.
5. Service: The Producer agrees to
a. become fully informed as to the provisions and benefits of each Policy offered by TGL for which the Producer solicits applications hereunder, as the same may be amended or modified from time to time by TGL and/or its insurers at their sole discretion;
b. represent such Policies adequately and fairly to its clients;
c. provide all usual and customary service to Policyholders in an effort to maintain in force any business placed withTGL.
6. Reciprocal Indemnity: The Producer agrees to indemnify and hold TGL and its insurers harmless from any and all claims, demands, penalties, suits or actions and from any and all losses, costs and expenses in connection with, arising out of, or resulting from a default in performance or negligent performance, by the Producer of the Producer's directors, officers, employees or agents, of the obligations of the Producer under this Agreement. Likewise, TGL agrees to indemnify and hold the Producer harmless from any and all claims, demands, penalties, suits or actions and from any and all losses, costs and expenses in connection with, arising out of, or resulting from default in performance or negligent performance, by TGL or TGLs directors, officers or employees, of the obligations of TGL under this Agreement. In addition, the Producer agrees to maintain adequate errors and omissions insurance throughout the term of this Agreement and provide TGL on request with proof of same.
7. Compliance: The Producer agrees to abide by TGLs administrative guidelines, including modifications and updates to products and procedures or other bulletins, from the moment released by TGL, which shall become, for all purposes, a part of this Agreement as fully as if contained word for word herein. The Producer will comply with all laws and regulations imposed by applicable regulatory and governmental authorities, including but not limited to any applicable commission disclosure requirements; will promptly notify TGL of any complaints, lawsuits, orders, administrative proceedings, licensure matters, and other inquiries received from such authorities or from Policyholders relating to applications solicited and/or Policies placed by or through the Producer hereunder; and will cooperate with TGL in making timely and appropriate responses. The Producer agrees to maintain adequate procedures in place to prevent bribery, corruption or breach of any sanctions which may arise in the course of its business and not commit, authorize or permit any action which would contravene any bribery or other anti- corruption laws or regulations or breach any sanctions in force, and will immediately notify TGL if it suspects such improper activity has or may take place.
8. Compensation: TGL agrees to pay commissions, as provided in the Compensation Schedule(s) incorporated herein, upon any premiums received by TGL for Policies issued on applications submitted by the Producer under this Agreement and accepted by TGL. Commissions shall be considered payment in full for all services performed and expenses incurred by the Producer, and will be subject to charge-¬‐back and/or reimbursement with respect to any Policy subsequently rescinded, replaced, or canceled. Commission is payable on the 15th day of the following month for which the policy is issued. If it shall arise that commission payable balance is less than USD 100 this would be carried forward to the next month until such amount is accumulated. The Compensation Schedules attached, or which may hereafter be added, is incorporated herein and made a part of this Agreement. TGS reserves the right to change such Compensation Schedules at any time upon written notice to the Producer however, no such change shall be applicable to Policies for which TGL has accepted premium prior to the effective date of such change.
9. Accounting: TGL will provide the Producer with a monthly statement of all compensation becoming due and payable since the date of the previous monthly statement. In the event that TGL refunds any Policyholders premium for which commission has been paid to the Producer, the Producer shall promptly refund its compensation attributable to such refunded premium to TGL. TGL is entitled to offset any unpaid amount from the Producers unpaid or future compensation.
10. Termination: This Agreement
10.1. may be terminated for cause by TGL, immediately upon written notice to the Producer, when the Producer or any of the Producers employees, agents or representatives is reasonably believed to have:
a. misappropriated funds from any Policyholder of TGL;
b. endeavored to induce TGL’s Policyholders to relinquish or cancel Policies;
c. interfered with the collection of any premium;
d. engaged in fraudulent acts;
e. been adjudged bankrupt, executed a general assignment for benefit of creditors, or committed an act of bankruptcy;
f. otherwise acted to prejudice the interests of TGL or it's insurers.
10.2. will automatically terminate:
a. if the Producer is not a corporation or partnership, on the date of the Producer's death
b. If the Producer is a corporation or partnership, on the date the corporation or partnership is dissolved or placed into administration, or on the date of any change in ownership
c. immediately in the event of any order of suspension, revocation, or termination of the Producers license by any regulatory authority, or
d. Upon 30 days advance written notice, by either party, for any other reason not listed above.
Upon termination of this Agreement, any indebtedness then owed by either party to the other will become immediately due and payable; however, if this Agreement is terminated for cause, no compensation, including commissions on premiums received, shall thereafter be payable to Producer by TGL, regardless of stipulations within the Compensation Schedule that would otherwise consider the compensation vested and payable.
11. Miscellaneous: This Agreement is the entire agreement between the parties. This Agreement shall not be assigned without prior written consent of TGL. No amendment of this Agreement shall be valid unless in writing and signed by TGL. TGL's election not to enforce any provision of this Agreement, arising from wrongdoing or failure by Producer, is neither a waiver nor a reduction of rights. All provisions herein shall be enforceable in any subsequent case of wrongdoing or failure by the Producer. Any written notice required under this Agreement shall be complete upon the mailing of said notice by registered mail, addressed to the Producer at the Producer's last known address, postage prepaid, or to TGL at the address herein. This Agreement shall be construed in accordance with the laws of England. Any disputes involving this Agreement shall be resolved by binding arbitration in accordance with the procedures of the London Court of International Arbitration.