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
insured;
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
19375 Contract is incomplete without all 5 pages submitted.
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