VEHICLE SERVICE CONTRACT

BROKER AGREEMENT

The undersigned Broker and Company, hereinafter called Broker and Company, agree that these provisions apply to the company designated on the signature page, and the Broker.

 

1.    The territory within which the Broker may act shall be the State of California.
2.    This Agreement shall become effective on the day it is signed by the Company.
3.    The Broker has the following authority: 1) solicit applications for Vehicle Service Contracts as the Company may authorize; 2) collect, receive, and receipt for premiums on insurance applications submitted by the Broker to and accepted by the Company; 3) receive commission on collected premiums as full compensation on business placed with the Company as stated in the attached exhibit; 4) use sub agents to represent the Company, but only with the written consent of the Company.
4.    The Broker has no authority to do any of the following: 1) bind insurance risks; 2) incur any debt or obligation on behalf of the Company; 3) extend the time for payment of any premium; 4) change, alter, vary or waive any of the terms, requirements, or conditions contained in any application or policy; 5) engage in advertisement, or use any marketing materials respecting the Company without the prior written consent of the Company; 6) accept business for the Company from any other agent or broker; 7) transfer ownership of the policies written within the Company, or allow another broker to renew or service the policies without the prior written approval of the Company unless this Agreement has been terminated and all amounts due the Company have been paid.
5.    The Broker shall refund ratably to the Company commissions on canceled insurance and on reductions in premiums at the same rate at which such commissions were originally paid.
6.    Commissions on the business written hereunder, as set forth in Exhibit A attached hereto, and incorporated herein, shall be paid to the Broker within fifteen (15) days of the end of the month following the month in which the Company receives the insurance application and full gross premiums related thereto, and the Company enters the sale of the policy in its records. Commission Statements shall be rendered by the Company along with the commission payments. Any amounts due the Company may be offset against by any amounts due the Broker. All commissions will be deducted from future payments should a customer cancel. Commissions will be deducted up to 8 months (240 days) from the date of sale.
7.    The “quote” is defined as the naming or publishing of current prices of commodities as provided by the Company to the Agent. The quote shall belong exclusively to the last Agent who submits the lead to the Company until 15 days have passed. During this period, the quote is locked in and will not change. After 15 days, the quote may change and a new quote submission will be required. The Company pays the Agent on a commission basis per sale.
8.    Full retail commission will also be paid out to the agent for each referral, renewal, or additional policy that a single customer provides.
9.    The Company shall not be responsible for any Broker expenses.
10.    Any Company supplies furnished to the Broker by the Company shall remain the property of the Company and shall be returned to the Company or its representative promptly upon demand.
11.    Either party may terminate this Agreement upon sixty (60) days prior written notice to the other party, except as otherwise provided by the laws of the State of California. In the event of termination of this Agreement, and provided the Broker shall pay amounts due the Company within thirty days of the billing date, the Broker's records, use and control of expirations shall remain his property and be left in his absolute possession. If the Broker does not pay the statements as provided above, title to the records and expirations shall transfer to the Company for its exclusive use and control.
12.    Broker shall keep confidential any and all proprietary information it may have access to by reason of this Agreement, including, but not limited to, financial information, policies, procedures, business operations, and other information marked "Confidential". In the event Broker breaches this provision, the Company shall be entitled to an injunction restraining Broker from further damaging the Company.
13.    Broker shall hold the Company harmless against all damage, loss, costs (including reasonable attorney fees), claims, and liability arising out of Brokers negligent or intentionally wrongful conduct, violation of any state or federal law, and any breach of this Agreement in relation to the policies sold hereunder.
14.    This contract supersedes all previous contracts or agreements whether oral or written between the Company and the Broker and shall remain in effect until terminated by either party at any time upon written notice to the other.

15.    If the Broker is a corporation, it is agreed that ownership of any stock may not be sold, transferred or additional stock issued without written consent of the Company. This provision shall not apply if the Broker is a publicly held corporation under the Security Exchange Act of 1934.
16.    The Broker agrees to reimburse the Company for any expense, attorney's fees, loss or damage sustained by the Company by reason of the Broker's violation of, or failure to conform to any of the provisions of this agreement.
17.    A waiver of any provision or breach of this Agreement by either party shall not act as a subsequent waiver of any provision or breach.
18.    This Agreement may only be modified, except as to Exhibit A, by written agreement between the parties. Exhibit A may be modified by the Company upon thirty (30) days prior written notice to Broker, except as otherwise provided by the laws of the State of California.
19.    This Agreement shall be construed according to the laws of the State of California.