Recruiter may mail, e-mail or fax completed forms to:
P.O. Box 1555, Des Moines, IA 50306-1555 Fax: 866 709 3922
Email: submitproducerdocs@athene.com
Contact us:
Agency Services – Tel: 888 266 8489
Athene Annuity and Life Company
7700 Mills Civic Parkway, West Des Moines, IA 50266-3862
Athene Annuity & Life Assurance Company of New York
Pearl River, NY 10965
Independent Producer Contract
Producer: _____________________________________________________ Contract Date: _______________________
This Contract is made by and between the Producer named above (“you” and “your”) and Athene Annuity and Life Company
or Athene Annuity & Life Assurance Company of New York (“we,” “our,” and “us”).
1. Appointment
We hereby appoint you to act as our independent producer, subject to the terms and conditions stated below, to procure
applications for the insurance products described in the commission schedules from time to time provided to you. You are
authorized to solicit only those insurance products where the products have been approved for sale by the respective state
insurance authority and you have been properly licensed. You agree to comply with all applicable governmental statutes,
regulations, rules, regulatory opinions, decisions and other laws in conducting insurance business, and with the rules, policies,
guidelines and operating procedures set out in our “Guide to Doing Business with Athene Insurance Companies” that we
publish from time to time on the producer extranet website (as updated from time to time referred to as the “Guide”). You
agree to make reasonable efforts to determine the insurable needs and/or financial objectives of the customer based upon
relevant information obtained from the customer and enter into transactions that assist the customer in meeting his/her/its
insurable needs and/or financial objectives including, but not limited to, conducting an insurance suitability analysis as may be
required by law or our practice. The Company may, at its sole discretion, determine to no longer appoint you to procure new
business by cancelling your state appointments. The Company may permit you to continue servicing your in-force contracts. The
scope of servicing activities is determined by the Company in its absolute discretion and shall be conducted in accordance with
applicable provisions of this Contract. If you cease to be licensed or cease servicing of any contracts, no further information will
be provided. The Company reserves the right to terminate the servicing relationship at any time for any reason. The terms of this
contract remain in full force and effect until such time it is terminated. You may not apply as an owner of any insurance contract
on the life of a prospective customer, nor list yourself as beneficiary of any such contract, unless you have a legitimate insurable
interest in the life of the proposed insured as determined by appropriate law and by us. You may not make any representations,
promises or warranties regarding product benefits or values not specifically stated in the insurance contract. This includes any
statements that current contract interest rates, or any contract values based on current interest rates, are guaranteed. This also
includes any statements regarding the future projected values of any insurance product. You agree to notify us upon receipt of
any customer complaint you or any of your sub-producers receive concerning you or any of your sub-producers, or us or any of
our products in accordance with any complaint handling policy, procedure or guideline as we may publish from time to time.
You also agree to give your full and complete cooperation in responding to any customer complaint or inquiry and will promptly
respond, in writing, if and when we so request. You may not give any legal, investment or tax advice on our behalf.
2. Independent Contractor
You are an independent contractor. Nothing contained in this Contract may be construed to create an employer-employee
relationship between you and us. You are free to exercise independent judgment as to the time, place and manner you may
perform the acts you are authorized to perform under this contract; but from time to time we may set forth certain provisions
in the Guide with respect to the conduct of business by which you must abide. You have no authority, express or implied, to
act in any manner or by any means for or on behalf of us in any capacity other than that of an independent contractor, and
you have no authority to act in any manner except as herein expressly set forth. No authority may be implied from the authority
expressly granted herein. All applications for insurance contracts must be acceptable to us in our sole discretion and our right of
acceptance or rejection is absolute and unrestricted. You are solely responsible for payment of any and all taxes, including federal
and state income, FICA and Medicare taxes, on Compensation (defined below) or other benefits paid or furnished to you by us.
3. Authority over Producers
You have authority to recruit and recommend to us individuals to be appointed as our producers. No recommendation or
application for appointment or contract will be effective until approved by us at our home office. You may designate producers
on whose production you are to receive Compensation from us, in a form that is acceptable to us. You are responsible for the
activities of any such producers on whose production you are entitled to receive and/or have received Compensation from
us (referred to as “your producers”). You are responsible for providing proper and adequate supervision and training of your
producers, and for such producers’ compliance with the terms and conditions of their contracts with us and with all applicable
governmental statutes, regulations, rules, regulatory opinions, decisions and other laws in conducting insurance business, and
with the Guide.
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4. Company’s Exclusive Authority
Only we have the authority to change any of the terms, rates or conditions of our contracts or policies. You, on your own behalf
or on behalf of your producers, have no authority personally or on our behalf to make, modify or waive, any of the terms or
conditions of any insurance contract; to bind us by making any promise or by accepting any representation or information not
contained in an application for an insurance contract; or to incur any obligation or liability for which we shall be responsible. We
may in our sole discretion:
a. Modify or amend any insurance contract;
b. Set maximum and minimum limits on the amount for which any insurance contract may be issued;
c. Modify the conditions under which any insurance contract may be sold;
d. Discontinue or withdraw any insurance contract from your state(s);
e. Cease doing business in your state(s);
f. Establish rules governing the Compensation to be paid on any insurance contract which has been reinstated, converted or
has replaced an existing insurance contract;
g. Determine the amount of Compensation to be paid on insurance contracts not enumerated herein;
h. Make charges for rejected, undelivered or reissued insurance contracts;
i. Audit the sales and marketing business practices of you or any of your producers, which may include onsite audits.
5. License
Subject to rules we may establish from time to time, we may pay license appointment fees required by the state in which you
have your principal place of business.
6. Receiving Premiums
You have the authority to collect the first premium only and shall promptly remit that premium to us. We do not accept premium
payments collected in the form of cash, money order, traveler’s checks, third-party checks or “blank” (counter) checks. You may
not commingle contract owner premiums with your personal funds or with your Organization funds, and premium payments
may not be remitted from personal or Organization accounts (except on policies you personally own or except as specifically
otherwise agreed in advance in writing). All monies received by you for or on behalf of us must be made payable to us, and you
are not authorized to endorse or cash checks, drafts, money orders or financial instruments made payable to us. With respect to
an application for a life insurance contract, if you collect an initial premium payment at the time of application you are to provide
a completed Conditional Receipt Agreement to the customer with a copy to us along with the premium payment.
7. Advertising
You are responsible for knowing all laws, regulations and standards relating to the marketing and sale of insurance contracts in
all states where you are licensed and/or conducting business.
Any sales promotion, sales material or other advertising material you use in connection with the solicitation and/or sale of our
products must be submitted to us for our prior written approval of each specific item, pursuant to the Guide.
8. Delivery of Policies
Insurance contracts must be delivered promptly and those not delivered within our required, published delivery period must be
returned to us promptly.
9. Return of Premiums/Chargebacks
We may reject, decline, cancel, or modify applications for insurance contracts for any reason and at our sole discretion, and we
may return the premium or any portion thereof to the customer. You are not entitled to Compensation with respect to any such
insurance contract, and any such Compensation paid to you will become an indebtedness of you to us. Furthermore, you are
not entitled to any Compensation with respect to any contracts or applications that are rejected, rescinded, declined, not taken,
cancelled by us for any reason or on premiums returned to the owner at any time before or after issue of the contract for any
reason and you will immediately refund to us any such Compensation upon our written demand.
10. Other Company Policies, Procedures and Guidelines
You are responsible for reviewing, understanding and complying with the Guide. You acknowledge and agree to review these
policies, procedures and guidelines upon confirmation of your appointment with us and to review them periodically throughout
the term of your appointment. You acknowledge and agree to receive and review all applicable product, legal and compliance
communications. You will abide by, and will ensure that all of your sub-producers abide by, the Guide and the requirements of
federal and state laws and regulations. You acknowledge and agree that the Guide may be revised by us at any time and from
time to time, in our sole discretion and without prior notice to you.
You are required to maintain Errors and Omissions (E & O) insurance coverage at all times with policy limits of at least
$1,000,000 per claim/$1,000,000 annual aggregate, or such other limits as we may require from time to time. You must provide
us with satisfactory evidence of such E & O coverage as we may reasonably request from time to time, but at a minimum
annually. You must provide us with notification within ten (10) days of any cancellation, change of policy provisions or carrier, or
other termination of such E & O coverage. Failure to maintain said E & O coverage may result in your suspension or termination
of your contract. For New York Producers only, all records will be maintained in accordance with New York Insurance Regulation
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11. Privacy of Nonpublic Information
We may from time to time provide you with certain information that is not publicly available (“Nonpublic Information”) including
personal and protected health information (“Customer Information”) and proprietary business information, for the purpose of
performing services for us or functions on our behalf. You are expressly prohibited from disclosing or using Nonpublic Information
for any purpose other than to carry out your obligations under this Contract or as specifically authorized by the Company.
Specifically, you shall: (i) keep all Nonpublic Information strictly confidential; (ii) comply with all federal and state requirements
regarding the protection and disclosure of Nonpublic Information; (iii) maintain adequate privacy systems and safeguards to
protect the confidentiality of Customer Information; and (iv) immediately report to us any use, disclosure or unauthorized access
of Nonpublic Information not permitted by this Contract.
Reports of any use or disclosure or unauthorized access of Nonpublic Information not permitted by this Contract must be in
writing and include, at minimum: (i) the nature of unauthorized use, disclosure or access; (ii) the Nonpublic Information involved
in the unauthorized use, disclosure or access; (iii) who made the unauthorized use, disclosure or access; (iv) what you have done
or are doing to mitigate any deleterious effect of the unauthorized use, disclosure or access; (v) what corrective action you have
taken to prevent future similar unauthorized use, disclosure or access; and (vi) any other information requested by us.
You shall require all of your employees, representatives or producers and third party service providers that receive or have access
to Nonpublic Information to agree to adhere to these same restrictions and conditions. In the event you receive information,
including Nonpublic Information, from us that you are not authorized to receive, you agree to notify us of such receipt, cease
and desist any use of such information, and destroy it immediately.
12. Contract Non-Assignable
Any assignment or pledge of your commissions under this Contract must have our prior written consent, and is subject to
applicable state insurance laws and regulations and our prior security interest and right of set-off. All other rights under this
Contract are personal to you and may not be transferred or assigned by you without our prior written consent.
13. Compensation
Commissions, trails and bonuses, if any, (“Compensation) will be paid in accordance with the commission schedule provided
to you, as modified from time to time, for production by you or your producers. Amounts payable to you on sales by your
producers will be reduced by the amount payable to such producer(s), so that in any event you will receive only the override on
such sales. You must obtain your commission statements and production reports by accessing our producer extranet website. If
commissions are payable to you by an upline producer under a “zero comp” or “license only” arrangement, you agree that we
have no obligation to pay any compensation directly to you and you agree to indemnify and hold us harmless from all losses and
expenses, including attorney fees, resulting from any claim by you for such compensation, notwithstanding anything contained
herein to the contrary.
We reserve the right to revise the commission or trail rate levels set forth in the commission schedule at any time at our sole
discretion. We may also amend the terms and conditions for payment of Compensation as set forth on any commission schedule
or supplement. We will give you notice of any such revision or amendment (including notice on our producer extranet). No such
revision or amendment will reduce the commissions or trails payable to you on business sold by you or your producers prior
to the effective date of the revision or amendment. To the extent you are required by any state or federal law to disclose to a
consumer your compensation earned, you will abide by any and all such requirements in a timely manner.
You shall not discount or offer to discount premiums and you shall not engage or offer to engage in the direct or indirect
rebating of compensation that is paid or payable in connection with the sale or purchase of our insurance products whether or
not permitted under applicable state law.
14. Indemnity and Indebtedness/Right of Set-Off
You agree to indemnify and hold us harmless for any losses, claims, liabilities, lawsuits, costs or expenses we incur (including
attorney fees and costs) as a result of any acts or omissions by you, your employees or your producers. This indemnity and hold
harmless will extend to any debt to us that you, your employees or your producers incur (including the costs of collection and
attorney fees). You agree to pay any debit balance owed by you to us when due, and any debit balance(s) of your producers
remaining after completion of any debt collection we may undertake.
You grant to us a first priority security interest in all compensation payable to you by us and any of our affiliated insurance
companies to the extent of any indebtedness or other obligation you or your producers owe to us, and we will have the right of
set-off against any such compensation or any other monies payable or owed to you. Any amount not fully paid within thirty (30)
days of demand will bear interest at the rate of 5.25% per year, as amended from time to time upon notice to you by us. This
right of set-off will also apply to any compensation payable to you after termination of this contract.
15. Termination
This Contract may be terminated with or without cause by either you or us immediately upon written notice to the last known
address of the other party. This Contract is terminated automatically without cause upon your death if it is an individually
signed (natural person) contract or, if you are a partnership, LLP, LLC or corporation, upon any event legally or contractually
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causing the dissolution of that organization. We may terminate this Contract “for cause” immediately upon written notice sent
to your last known address. “For cause” shall include the following:
a) you withhold, embezzle or misappropriate any money or other property belonging to us, to a contract owner or to an
b) you subject us to a liability;
c) you fail to comply with the laws, rules or regulations of any federal, state or other governmental Organization or body
having jurisdiction over you or us, or with the Guide;
d) you commit a material breach of this Contract;
e) you commit any fraud or material misrepresentation of fact including but not limited to misrepresentation of any fact on
the Application for Contract;
f) you fail to pay any indebtedness to us upon demand;
g) you are, or have ever been, convicted of or plead guilty or nolo contendere (“no contest”) to any felony or to any crime
involving dishonesty or breach of trust;
h) you are, or become, not a duly licensed insurance producer;
i) you engage directly or indirectly in any rebating in connection with the purchase of our insurance contracts; or
j) you engage in any effort to systematically replace the policies or contracts written with us by you or your producers.
Upon termination for cause or, if the Contract is with a non-natural person, upon dissolution or bankruptcy of the organization
no further Compensation will be payable hereunder. Except as otherwise provided, commissions and trails will be fully vested as
premiums are applied. Upon termination with or without cause, no further bonus payments of any kind, if any, will be payable,
and no other benefits, such as convention qualification or attendance, will be available, regardless of when earned. Supplies and
all other property and materials, including marketing materials and company business cards, furnished by us must be returned
to us within ten (10) days.
Following termination with or without cause, we may withhold any Compensation or other monies payable to you for a period
not to exceed 365 days. If, after termination of this Contract, the amount of Compensation becoming payable to you over
any consecutive six-month period is less than $50.00, all future Compensation payable to you will be forfeited and no further
Compensation will be payable to you under this Contract.
The provisions of Paragraphs 9, 11, 14, 17, 18 and 20 shall survive the termination of this Contract for any reason.
16. Suspension
We retain the right, with or without prior notice, to place you and/or any of your sub-producers on suspension and/or suspend
the processing of any submitted insurance or annuity applications as a result of (i) any suspected or alleged misconduct; (ii) any
violation, breach, suspected violation or suspected breach of any provision hereof; or (iii) any complaint issued or disciplinary
action taken, by any state or federal insurance Organization or department, the Financial Industry Regulatory Organization,
or any other governmental or quasi-governmental organization. During the period of suspension, suspended producers may
not take any action to solicit or procure applications for our products, directly or through producers, brokers or employees.
Furthermore, during the period of suspension, suspended producers will not be entitled to qualify for any reward, incentive or
other promotional programs including, but not limited to, conference credits, previously awarded to them or awarded during the
period of suspension. The period of suspension will continue for such period as we may deem appropriate for the investigation
of such violation or suspected violation. We reserve the right to terminate you or any of your sub-producers at any time during
the period of suspension and the duration of the suspension will count towards any requirement that you or your sub-producer
receive notice of termination, including the notice requirements set forth in Section 15 above.
17. Arbitration
You and we agree that any disputes arising out of or relating to this Contract will be arbitrated in accordance with the Rules
of the American Arbitration Association and the Federal Arbitration Act. Arbitration may not be initiated unless the party
requesting arbitration has given the other party at least 30 days prior written notice of its intent to initiate arbitration and a
detailed description of the basis of the dispute. A single arbitrator (or, in any matter in which the amount in controversy exceeds
$100,000, a panel of three arbitrators) shall interpret this Contract in accordance with Iowa law and shall conduct proceedings
in accordance with the Federal Rules of Civil Procedure. Any punitive damages awarded by the arbitrator(s) shall not exceed two
times compensatory damages awarded. Any award of the arbitrator(s) shall be deemed final and judgment upon such award
may be entered and enforced in any Iowa District Court and transferred to any other jurisdiction. Such arbitration will be held
in Des Moines, Iowa.
18. Non Interference
As a condition of, and material inducement to the consideration set forth herein, you agree you will not, while this Contract is
in force and for a period of two (2) years following termination of this Contract, directly, indirectly, or through others, induce or
urge any contract owner to lapse, exchange, surrender or otherwise terminate any contract, or induce or urge any employee or
member of our field force to terminate any relationship with us. In the event this provision is violated and without limitation of
our other remedies, all your rights to Compensation under this Contract will immediately cease and you will be
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liable for any damages we suffer. You further agree that money damages for your breach of this provision will be inadequate
and that we are also entitled to seek injunctive relief to prevent further breaches of this provision. We may seek that injunctive
relief, coupled with any claim by us for damages, in any state or federal district court in Des Moines, Iowa, and you agree that
those courts have personal jurisdiction over you for the purpose of such actions, which shall not be subject to the Arbitration
provisions of this Contract.
19. Consent to Electronic Agreement & Notice
In the event that you enter into this Contract by electronic means through our producer extranet website, you hereby agree and
consent that this Contract shall be legally binding upon you and your heirs, executors, administrators, personal representatives,
successors and assigns. You hereby waive any and all defenses that this Contract was not in writing or properly executed as may
be required by the Statute of Frauds or any other similar law, rule or regulation. You hereby agree that we fulfill our obligation
to deliver to you any document, statement, notice, or other communication if sent via electronic delivery. Documents sent by
electronic delivery will contain all the information as it appears in the printed hardcopy version as prepared and distributed by
the originator, with the possible exception of graphic insertions such as photographs or logotypes. Electronic delivery may be
in the form of an email, an electronic mail attachment, or in the form of an available download from our producer extranet
website. You represent that you will download the relevant document promptly after receiving notice of its availability. Should
you experience any difficulty opening a document electronically delivered by us, you will promptly advise us in order to allow us
to make the required delivery by other means. Failure to advise us of such difficulty within forty-eight hours after delivery shall
serve as an affirmation that you were able to receive and open said document.
20. Entire Agreement
Except for compensation payable with respect to business sold under any previous contract between you and us, this Contract
supersedes any previous agreements between you and us. This Contract sets forth the entire agreement between you and us
and may not be altered or modified except in a writing signed by you and our authorized officer. Notwithstanding the foregoing,
we reserve the right to amend this Contract at any time, effective on a prospective basis only. Such amendment will be effective
at such time as we display new Contract provisions at our producer extranet website or when we notify you of such changes.
Your continuation of the relationship created hereby will be deemed to be your acceptance of such changes. You may request
the most current edition of this Contract by calling or writing us.
Except for our right to amend this Contract from time to time as stated above, for purposes of providing notices required
or permitted by this Contract or waiving any right under this Contract, and notwithstanding any law recognizing electronic
signatures or records, “a writing signed,” “in writing” and words of similar meaning, shall mean only a writing in a tangible form
bearing an actual “wet” signature in ink manually applied by the person authorized by the respective party.
No forbearance or neglect by us to enforce any term, condition, or provision of this Contract shall be construed as a waiver of
any of our rights or privileges hereunder or affect our rights arising from any default or failure of performance by you. You agree
that a declaration of invalidity or unenforceability of any particular provision or provisions of this Contract will not in any manner
affect any other provision and that you will comply fully with all remaining provisions contained herein.
The provisions of any supplemental addendums, amendments or schedules attached hereto, including the Producer Contract
Application signed by you and attached hereto, are incorporated in this Contract in their entirety by this reference, as if fully set
forth herein.
This Contract shall be governed by the laws of the State of Iowa, without giving effect to Iowa’s conflicts of law principles. The
parties agree that the federal courts located in, and the state courts of, Polk County, Iowa, will have jurisdiction and be the
appropriate venue for any required judicial interpretation and enforcement of this Contract. As it has been interpreted by the
New York Department of Financial Services (DFS) New Yorks record retention regulation, 11 NYCRR Part 243.2, requires insurers
to include a provision in their contracts to the effect that records will be maintained in accordance with New York Insurance
Regulation 152. We will need to include this in our contract.
This Contract is executed below and is effective upon the approval of the attached Application for Contract and execution by us.
Contracting Company
Athene Annuity and Life Company
Athene Annuity & Life Assurance Company of New York
Contracting Company
Athene Annuity and Life Company
Athene Annuity & Life Assurance Company of New York
X: X:
Printed Name: Printed Name:
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