Fill - Free fillable Mutual Of Omaha Special Agent V13 PDF form

Version 13

Contract Information and Signature Form

If contracting as a: Producer only - complete sections 1, 3 & Individual FCRA Authorization Form

Business Entity only - complete sections 2 & 3

Section 1

Business Entity & Principal- complete sections 1, 2, 3 (both signature blocks) & Individual FCRA Authorization Form

Producer Information (Required)

Name: SSN: - - DOB: - -

First Name, Middle Initial, Last Name (as it appears on license) MM DD YYYY

Home Address:

Not a P.O. Box City State Zip Code

Business Address:

P.O. Box Accepted City State Zip Code

Primary Phone Number: - - Business Phone: - - Email Address:

Master

General

Agenc

y (If applicable):

Errors

Omission

Insurance

(As Required): $

Background Information (Required - Must be answered)

Carrier Name Minimum $1M Per Claim

Yes No

Has any regulatory authority, such as an insurance department, FINRA or the SEC ever fined or suspended you,

placed you on probation, assessed you any administrative costs, entered into a consent order with you, issued

you a restricted license, or otherwise disciplined you? Are you currently under investigation by any regulatory

authority, such as an insurance department, FINRA or the SEC?

Yes No

Other than minor traffic offenses that did not result in harm to a person or property, have you been (1)

convicted of any offense, or (2) pled guilty or nolo contendre (no contest) to any offense?

NOTE: Answering “YES” to the above questions does not automatically preclude you from being contracted.

If Yes, please include county _____________________________________________________________________

Directions: PLEASE PROVIDE A WRITTEN EXPLANATION for any “YES” answer including the disposition and applicable supporting documentation (court documents,

insurance department documents etc.). Failure to answer “YES”, when appropriate, may result in denial of your request to be contracted.

Contracting Selection (Required)

Direct Deposit Information (Complete if you are electing direct deposit - not applicable for Special Agents)

Financial Institution:

Routing Number:

Account Number: Account Type Checking Savings

This is not an assignment of commissions. Form 1099 will be issued to the commission owner.

Express Pay Opt In

Eligibility requires Direct Deposit, Electronic Statements and no active Legal Judgments. Express Pay may not be available for all Marketers.

Express Pay is calculated every day. (If unselected, default pay cycle is Weekly.)

Designation of Beneficiary (if applicable)

Name:

First Name, Middle Initial, Last Name or Business Name

Home Address:

Relationship:

Not a P.O. Box City State Zip Code

SSN: - - or TIN: - DOB: - - Phone Number: - -

W-9 Information

Taxpayer Identification Number (SSN)

Enter your TIN in the appropriate box. For individuals, this is your social security number. For other entities, it is your employer identification number.

Social Security Number --- ---

Certification

Under penalties of perjury, I certify that:

1. The number provided is my correct taxpayer identification number, and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I

am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup

withholding, and

3. I am a U.S. person (a U.S.

citizen or U.S. resident alien or a partnership, corporation, company or association created or organized in the U.S. or under the laws of the

U.S. or an estate (other than a foreign estate) or a domestic trust (as defined in Regulations section 301.7701-7).

Certification instructions: You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have

failed t

o report all interest and dividends on your tax return.

The Internal Revenue Service does not require your consent to any provision of this document other than the above-referenced

certifications required to avoid backup withholding.

Sign Here

Signature of

U.S. Person 

Date

****Please proceed to Section 3****

I have received, reviewed and agree to be bound by the Terms & Conditions of the General Agent Agreement with

Mutual of Omaha and its

aff

liates (BMO151.013)

Please retain a copy of the agreement for your files. A copy will not be returned to

you.

I have received, reviewed and agree to be bound by the Terms & Conditions of the

Special Agent Agreement

with Mutual of Omaha and its

affiliates (BMO152.013)

Please retain a copy of the agreement for your files. A copy will not be returned to you.

✔

Contract Information and Signature Form

Section 2

Business Information (Only complete this section if contracting as an Incorporated Entity, Partnership or LLC)

Name:

TIN: -

(As Shown On Income Tax Returns)

Doing Business As: __________________________________________________________

Address:

P.O. Box Accepted City State Zip Code

Phone: - - Email Address:

Principal Officer:

Master

General

Agency

(If applicable):

Contracting Selection (Required for Corporation)

I have received, reviewed and agree to be bound by the Terms & Conditions of the General Agent Agreement

with Mutual of Omaha and its affiliates (BMO151.013)

Please retain a copy of the agreement for your files. A copy will not be returned to you.

Direct Deposit Information (Complete if you are electing direct deposit)

Financial Institution:

Routing Number: Account Number: Account Type Checking Savings

This is not an assignment of commissions. Form 1099 will be issued to the commission owner.

Express Pay Opt In

Eligibility requires Direct Deposit, Electronic Statements and no active Legal Judgments. Express Pay may not be available for all marketers.

Express Pay is calculated every day. (If unselected, default pay cycle is Weekly.)

W-9 Information

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your social security number. For other entities, it is your employer identification number.

Employer Identification Number ---

Certification

Under penalties of perjury, I certify that:

1. The number provided is my correct taxpayer identification number, and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue

Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I

am no longer subject to backup withholding, and

3. I am a U.S. person (a U.S. citizen or U.S. resident alien or a partnership, corporation, company or association created or organized in the U.S. or

under the laws of the U.S. or an estate (other than a foreign estate) or a domestic trust (as defined in Regulations section 301.7701-7).

Certification i

nstructions: You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding

because you have failed to report all interest and dividends on your tax return.

The Internal Revenue Service does not require your consent to any provision of this document other than the above-

referenced certifications required to avoid backup withholding.

Sign Here

Signature of

U.S. Person  Date

****Please proceed to Section 3*****

Section 3 - Contract Signature, Certification and Direct Deposit Authorization

By signing below:

(a) you agree to be bound by the terms and conditions of the Agreement(s) selected,

(b) you certify that the information that you have provided is true and correct and you agree that you will report immediately any event that would change

any of the information, in any manner, which you have provided,

(c) you agree to maintain your state insurance license in good standing, stay current with required continuing education, and obtain and maintain E&O

coverage as re

quired, and

(d) if you have completed the Direct Deposit section(s) you authorize Mutual of Omaha Insurance Company ("Company") and its affiliates to

electronically credit the bank account and, if necessary, to electronically debit the account to correct erroneous credits. You understand that this

authorization will remain in full force and effect until you notify Company that you wish to revoke this authorization.

Producer Signature Business Signature (If Signing on the behalf of the Business)

Name:

(Signature

Required)

Date:

Name:

Title:

(Required)

*****Please proceed to the FCRA Authorization Form***** Date

Version 13

State Appointment Requests- To add the appointment the producer must have an active state license

Please mark the state appointments to be added for this producer: Please include license copies, grid or NIPR report.

All States Licensed

Alabama Kentucky North Carolina

Alaska Louisiana North Dakota

Arizona Maine Ohio

Arkansas Maryland *Oklahoma

California *Massachusetts Oregon

Colorado Michigan *Pennsylvania

Connecticut Minnesota Rhode Island

Delaware Mississippi South Carolina

Florida Missouri South Dakota

*Georgia *Montana Tennessee

Hawaii Nebraska Texas

Idaho Nevada Utah

Illinois New Hampshire Vermont

Indiana New Jersey *Virginia

Iowa *New Mexico Washington

Kansas New York West Virginia

Wisconsin

Wyoming

*IM

PORTANT NOTICE REGARDING COMPENSATION:

*If individuals and corporations do not follow the above guidelines for the states referenced, compensation will be held

on anyone in the hierarchy who does not hold the license and appointment.

*States listed in either red or half red & blue are pre-appointment states and require the producer to be appointed prior

to soliciting business

If no copies, grid or NIPR report are received only the resident state will be added

Producer Name _____________________________ SSN/Producer Number ______________________

FAIR CREDIT REPORTING ACT DISCLOSURE

Disclosure Regarding Consumer Reports

Mutual of Omaha Insurance Company and its affiliates with which you intend to contract

(together, “Mutual of Omaha”) may obtain and use consumer reports about you in order

to evaluate your eligibility to contract with Mutual of Omaha as an insurance producer or

to remain contracted as an insurance producer for Mutual of Omaha.

Your Authorization

By signing below, I authorize Mutual of Omaha to obtain and use consumer reports

about me in order to evaluate my eligibility to contract with Mutual of Omaha as an

insurance producer. If I do contract with Mutual of Omaha as an insurance producer, by

signing below, I also authorize Mutual of Omaha to obtain and use consumer reports

about me while my contract is in effect in order to evaluate my continued eligibility to

remain an insurance producer for Mutual of Omaha.

Candidate Signature Date

Print Name

click to sign

signature

click to edit

Additional Information About Consumer Reports

Consumer reports may include, among other things, information about your credit

history, criminal record and history, and insurance department regulatory actions.

We will obtain a copy of your consumer report from:

Name/Address/Phone

For California, Minnesota and Oklahoma: You have a right to request a copy of the consumer report

which will disclose the nature and scope of the report.

Yes, please provide me a copy of the consumer report

For New York: You have a right, upon written request, to be informed of whether or not a consumer

report was requested. If a consumer report is requested, you will be provided with the name and address

of the consumer reporting agency furnishing the report.

M23294_12/19 BMO152.013

SPECIAL AGENT AGREEMENT

This Special Agent Agreement (“Agreement”) is entered into between the undersigned

Special Agent (“Special Agent”) and Mutual of Omaha Insurance Company, and each

affiliated insurance company as specified on the Compensation/Product Schedule(s)

attached to the Agreement (hereinafter referred to as the “Company”). The parties agree that

additional affiliates of the Company may be added to the Agreement at a later date by way of

changes/additions to the Compensation/Product Schedules attached hereto. Any Company

affiliate added to the Agreement will be thereafter included in the definition of “Company”.

SEE SECTION J FOR DEFINITIONS

The parties agree as follows:

A. APPOINTMENT. Company authorizes Special Agent to solicit Product applications.

Company agrees to appoint Special Agent with the appropriate state insurance

departments for Special Agent to solicit Product applications. This appointment is not

exclusive.

B. COMPENSATION. All compensation for Products solicited by Special Agent while

this Agreement is in effect shall be paid to a General Agent or Master General

Agency pursuant to the terms and conditions of the applicable Compensation/Product

Schedule. Company has no obligation to pay compensation to Special Agent for any

services performed pursuant to this Agreement.

C. SPECIAL AGENT’S DUTIES.

1. Licenses and Approvals. Special Agent shall obtain and maintain and

provide copies of all necessary licenses and regulatory approvals to perform

the services under this Agreement.

2. Personal Solicitation and Service. Special Agent shall solicit applications for

Products and provide services to Customers for the Products.

3. Confidentiality and Privacy. Special Agent certifies that they will comply with

the “Confidentiality and Privacy Amendment” which is attached hereto and

incorporated into this Agreement. Company may unilaterally revise the

Confidentiality and Privacy Amendment upon written notice to Special Agent.

4. Compliance with Laws and Conduct. Special Agent shall comply with all

applicable laws and regulations and act in an ethical, professional manner in

connection with this Agreement, including, without limitation, with respect to any

compensation disclosure obligations and any other obligations it may have

governing its relationships with its clients.

5. Compliance with Company Policies. Special Agent shall comply with all

policies, practices, procedures, processes and rules of Company. Special

M23294_12/19 BMO152.013

Agent shall promptly notify Company if Special Agent is not in compliance with

any Company policy, procedure, process or rule.

6. Insurance. Special Agent shall have and maintain Errors and Omissions

liability insurance covering Special Agent and Special Agent’s employees

during the term of this Agreement in an amount and nature, and with such

carrier(s) satisfactory to Company and provide evidence of such insurance to

Company upon request.

7. Fiduciary Responsibilities. Special Agent shall be responsible for all money

collected by Special Agent on behalf of Company and shall remit to Company

all payments and collections received for or payable to Company from

applicants, customers, or others no later than 10 days after receipt, or within

any shorter period required by law. All money tendered as payment shall

always be the property of Company and shall be held by Special Agent purely

in a fiduciary capacity and not for Special Agent’s own benefit. Special Agent is

not authorized to spend, cash or deposit for any purpose any portion of such

money.

8. Records. Except as provided in the Confidentiality and Privacy Amendment,

Special Agent shall keep regular and accurate records of all transactions

related to this Agreement for a period of at least five years from the date of

such transactions, or longer if required by federal or state law or regulation.

9. Advertising Materials. Special Agent shall obtain Company’s written approval

prior to using any advertising material or script identifying Company or

Products, except such material provided by Company and used pursuant to

Company’s instructions.

10. Notice of Litigation or Regulatory Proceeding. Special Agent shall promptly

notify Company upon receiving notice of potential, threatened, or actual

litigation or any regulatory inquiry or complaint with respect to this Agreement or

any Product. Company shall have final decision-making authority to assume the

administration and defense of any such action. A copy of the correspondence

or document received shall accompany each notice.

11. Delivery of Documents to Customers. Upon request from Company, Special

Agent shall deliver to its customers any information that Company provides to

Special Agent for the purpose of fulfilling Company’s obligation to provide such

information to the customer, including without limitation, Schedule A to Form

5500 and any other information relating to compensation paid to Special Agent.

Special Agent shall deliver such information to its customers within the time

period required by ERISA or other applicable law or as otherwise instructed by

Company.

M23294_12/19 BMO152.013

D. LIMITATIONS. Special Agent shall not:

1. Expense or Liability. Incur any expense or liability on account of, or otherwise

bind Company without specific prior written approval from an Authorized

Representative.

2. Alteration. Alter any advertising materials or make, alter, waive or discharge

any contracts or Products on behalf of Company.

3. Premium Payments and Reinstatement. Extend the time for payment of any

premium or waive any premium, or bind Company to reinstate any terminated

contract, or accept payment in any form other than a customer check or money

order payable to the Company or other method authorized by Company.

4. Respond in Connection with Proceeding. Institute or file a response to any

legal or regulatory proceeding on behalf of Company in connection with any

matter pertaining to this Agreement or any Product, without Company’s prior

written consent.

5. Replacement. Replace any existing insurance product or annuity contract

unless the replacement is in compliance with all applicable laws and regulations

and is in the best interest of the customer. The decision whether to replace an

insurance product or annuity contract should be made by the customer. To

help the customer make a decision regarding any proposed replacement,

Special Agent must provide the customer with full disclosure (both positive and

negative) of all relevant information.

6. Misrepresentation. Misrepresent any provision, benefit, or premium of any

Product.

E. TERMINATION WITH OR WITHOUT CAUSE. In addition to the termination

provisions set forth in the Confidentiality and Privacy Amendment, Special Agent or

Company shall have the right at any time to terminate this Agreement, with or without

cause, upon written notice to the other party. Termination shall be effective as of the

Termination Date.

F. INDEPENDENT CONTRACTOR. Special Agent is an independent contractor and not

an employee of Company. Subject to legal and regulatory requirements, Special

Agent shall be free to exercise Special Agent’s own judgment as to the persons from

whom Special Agent will solicit and the time and place of such solicitation.

G. INSPECTION OF BOOKS AND RECORDS. Company shall have the right, during

normal business hours and with reasonable notice, to inspect, audit and make copies

from the books and records of the Special Agent for the purpose of verifying Special

Agent’s compliance with the provisions of this Agreement.

M23294_12/19 BMO152.013

H. INDEMNITY AND HOLD HARMLESS. Each party shall indemnify and hold the other

party harmless from any liability, loss, costs, expenses (including reasonable

attorneys’ fees incurred by the indemnified party) or damages, including punitive and

extra-contractual damages, resulting from any act or omission of its obligations

provided in this Agreement by the indemnifying party or any of its employees or

agents in the performance of its duties under this Agreement or other agreements

with Company, including without limitation, any breach of its obligations provided

under this Agreement.

I. GENERAL.

1. Issue and Product Type. Company shall retain the right to decide whether to

issue or withdraw a Product and determine the type of Product to be issued or

withdrawn. Company may discontinue or change a Product at any time.

2. Producer of Record. The producer of record for any Product shall be

determined by Company records. Company reserves the right to change the

producer of record according to Company procedures and shall have no

obligation to designate a successor producer of record.

3. Notice. Any notice required or permitted to be sent to Company under this

Agreement shall be delivered personally or sent by U.S. Mail with all postage

prepaid or by express mail to:

Producer Services

Mutual of Omaha Insurance Company

Mutual of Omaha Plaza

Omaha, Nebraska 68175-0001

4. Entire Agreement. This Agreement, the Confidentiality and Privacy

Amendment and the Compensation/Product Schedules constitute the entire

agreement between the parties regarding the Products sold under this

Agreement.

5. Governing Law. With respect to Companion Life Insurance Company, this

Agreement shall be governed by the laws of the State of New York, without

giving effect to that State’s principles of conflicts of law. With respect to any

other Company, this Agreement shall be governed by the laws of the State of

Nebraska, without giving effect to that State’s principles of conflicts of law.

6. Severability. In the event any provision of this Agreement is found to be

invalid or unenforceable, the remaining provisions shall remain in effect.

7. No Waiver. Failure of Company to enforce any provision of this Agreement

shall not operate to waive or modify such provision or render such provision

unenforceable.

M23294_12/19 BMO152.013

8. No Assignment or Change. Except for Compensation/Product Schedules,

Confidentiality and Privacy Amendments and other amendments to the

Agreement which are required by federal, state or local laws or regulations, no

modification, amendment or assignment of this Agreement shall be valid unless

approved in writing by an Authorized Representative. Compensation/Product

Schedules, Confidentiality and Privacy Amendments and other amendments to

the Agreement which are required by federal, state or local laws or regulations

may be distributed only by Company but need not be signed by either party to

be effective.

9. Survival. Special Agent’s appointment pursuant to Section A of this

Agreement shall immediately terminate on the Termination Date. Except for

Section C.2 of this Agreement, all other provisions of this Agreement shall

survive its termination.

10. Headings. Any section or other heading contained in this Agreement are for

reference purposes and convenience only and shall not affect, in any way, the

meaning and interpretation of this Agreement.

11. Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute one

and the same instrument.

J. DEFINITIONS. The following terms have the following meanings. Any singular word

shall include any plural of the same word.

1. “Authorized Representative” means the Chief Executive Officer or President

of a Company or an individual authorized in writing by the Chief Executive

Officer or President.

2. “Compensation/Product Schedule” means a Company’s distributed

commission schedule that (a) specifies the amounts and conditions under

which commissions will be due and payable to Special Agent’s designee for any

Product, and (b) is made a part of this Agreement.

3. “Product” means any insurance policy, contract, investment vehicle or other

offering identified in any Compensation/Product Schedule.

4. “Termination Date” means the later to occur of (a) the date on which Special

Agent or Company sends written notice of termination to the other party, or (b)

the date specified by Special Agent or Company in a written notice of

termination to the other party.

M23294_12/19 BMO152.013

MUTUAL OF OMAHA INSURANCE COMPANY

ON BEHALF OF IT AND ITS AFFILIATES SET FORTH

IN COMPENSATION/PRODUCT SCHEDULES

ATTACHED TO THIS AGREEMENT

TO BE COMPLETED BY SPECIAL AGENT

FOR ALL STATES



SPECIAL AGENT

By: See signature on Producer Contract Information

and Signature Form

(Signature always required)

M23294_12/19 BMO152.013

SPECIAL AGENT AGREEMENT

MUTUAL OF OMAHA INSURANCE COMPANY

ON BEHALF OF IT AND ITS AFFILIATES SET FORTH IN

COMPENSATION PRODUCT SCHEDULES

ATTACHED TO THIS AGREEMENT

By:

Name:

Title:

Date:

M23294_12/19 BMO152.013

CONFIDENTIALITY AND PRIVACY AMENDMENT

1. Definitions. The following terms will have the following meanings:

(a) “Business Information” means information, oral, electronic, or in writing, that

is either of such a nature that a party should reasonably believe it to be

confidential or is designated as confidential by either party, including, without

limitation, any information or other materials that either party exchanges with the

other party or its Representatives in any form and in any media now or hereafter

developed, or other information, the tampering with which, or unauthorized Use

of which, would cause a material adverse impact to the business operations or

security of a party. If information is designated as confidential, such designation

will be in any written form which clearly communicates that the nonpublic

business or financial information is confidential. The term “Business

Information” will not include any information that: (i) is or becomes part of the

public domain or is publicly available through no act or omission or through no

breach of any contracts; (ii) is known at the time of disclosure without an

obligation to keep it confidential, as evidenced by documentation in possession at

the time of such disclosure; (iii) becomes rightfully known from another source

without restriction on Use; or (iv) has been independently developed without the

use of or any reference to Business Information.

(b) “Confidential Information” means Business Information and Personal

Information, both electronic or otherwise, that a party creates, accesses, uses, or

receives from the other party or a third party, on behalf of a party.

Notification and Enforcement Rules at 45 CFR part 160 and part 164, as may be

amended from time to time.

(d) “Information Security Breach” means the unauthorized Use of Confidential

Information which is not permitted by law or by the terms of this Addendum

including, but not limited to, a Security Incident.

(e) “Personal Information” means a first name or initial, and last name, in

combination with any: (i) demographic, medical or financial information such as

age, gender, address, Social Security number, driver’s license or non-driver

identification card number, account number, credit or debit card number, or

biometric records; (ii) any security code, access code or password that would

permit access to an individual’s financial account; (iii) past, present or future

physical or mental health condition or treatment; (iv) debt status or history; and

(v) income and other similar individually identifiable personal information that is

not publicly available or that has been designated as such by law or regulation.

The term “Personal Information” includes, but is not limited to, Protected Health

Information.

M23294_12/19 BMO152.013

(f) “Protected Health Information” will have the same meaning as that assigned in

the HIPAA Privacy and Security Rules limited to the information acquired,

accessed, used, created, received, stored, or transported from or on behalf of

Company.

(g) “Representatives” means all directors, officers, employees, agents, consultants,

Subcontractors, professional advisors and affiliates of a party.

(h) “Security Incident” means the attempted or successful unauthorized Use,

modification or destruction of information, or interference with system operation,

in an electronic information system containing Confidential Information.

(i) “Subcontractors” means all persons to whom SPECIAL AGENT delegates a

function, activity or service under the Agreement, other than in the capacity of a

member of the workforce of SPECIAL AGENT.

(j) “Unsuccessful Security Incident” means an attempted but unsuccessful Security

Incident, and includes, without limitation, pings and other broadcast attacks on

SPECIAL AGENT’s firewall, port scans, unsuccessful log-on attempts, denials

of service attacks, malware such as works or viruses, and any combination of the

above, so long as no such Security Incident results in, or is reasonably anticipated

by SPECIAL AGENT to result in, unauthorized Use, modification, or

destruction of Confidential Information or interference with system operations in

an information system within SPECIAL AGENT’s control.

(k) “Use” means acquisition, access, use, sale, disclosure, transmittal, storage, or

transportation.

2. Obligations Regarding Confidential Information. The performance of the duties and

obligations required under the Agreement may require either party to disclose to the other

certain Confidential Information.

(a) Confidentiality. Each party agrees to retain all Confidential Information in

confidence, and will not Use the other party’s Confidential Information except as

allowed under this Addendum, and for purposes related to the performance of

obligations under the Agreement. Each party will be responsible to the other

party for a breach of the terms of this Addendum and for any Information

Security Breach by itself or its Representatives.

(b) Reporting an Information Security Breach or Security Incident. SPECIAL

AGENT agrees to report to Company any Information Security Breach and any

successful Security Incident of which it becomes aware. Any report made

pursuant to this Section 2(b) will be made as soon as possible, but in no event

later than five (5) business days or such shorter period of time imposed on either

party by federal or state law or regulation following the date that SPECIAL

AGENT becomes aware of the Information Security Breach or successful

M23294_12/19 BMO152.013

Security Incident. SPECIAL AGENT will take action(s) requested by Company

to document and mitigate the Information Security Breach or successful Security

Incident. SPECIAL AGENT will cooperate in evaluating the necessity of

providing any and all notices of an Information Security Breach or successful

Security Incident as deemed advisable or as otherwise required under applicable

laws or regulations.

SPECIAL AGENT will only retain Confidential Information which is necessary

to continue proper management and administration of the services under the

Agreement, or to carry out its legal responsibilities. Upon termination of the

Agreement, SPECIAL AGENT will return, or if agreed to by Company, securely

destroy all Confidential Information that SPECIAL AGENT maintains in any

form. Should Confidential Information be maintained beyond the termination of

the Agreement for legitimate business purposes or as may be required by law,

then SPECIAL AGENT will limit the Use of Confidential Information to the

specific reason requiring retention of Confidential Information, and the

protections of the Agreement and this Addendum will be extended for so long as

Confidential Information is maintained. Once the reason for retention of

Confidential Information has expired, Confidential Information will be returned

or, if agreed to by Company, securely destroyed. The obligation to return or

securely destroy such Confidential Information will not apply to electronic copies

stored solely for back-up and archival purposes (“Backup Copies”) that are not

readily accessible by SPECIAL AGENT. SPECIAL AGENT will not be required

to erase electronically stored Confidential Information that has been saved to

Backup Copies in accordance with its standard electronic back-up practices, on

the condition that, except as otherwise required by applicable law: (i) its

personnel whose functions are not primarily information technology do not

access such Backup Copies; and (ii) its personnel whose functions are primarily

information technology in nature access such Backup Copies only as reasonably

necessary for the performance of their information technology duties (e.g., for

purposes of system recovery). The Backup Copies will continue to be subject to

the remaining terms of this Addendum.

(d) Disposal of Confidential Information. SPECIAL AGENT agrees to maintain a

security policy for the secure disposal of paper and any other media that contains

Confidential Information that includes a technology or methodology that will

render Confidential Information unusable, unreadable or indecipherable.

(e) Cost of an Information Security Breach. SPECIAL AGENT will pay Company

all costs or expenses that result from SPECIAL AGENT’s acts or failure to act

that result in an Information Security Breach.

3. Permitted Uses and Disclosures by SPECIAL AGENT. Unless otherwise prohibited

by the Agreement, this Addendum or applicable federal and state laws and regulations,

M23294_12/19 BMO152.013

including the HIPAA Privacy and Security Rules, SPECIAL AGENT may access, use,

disclose, transmit, store and transport Confidential Information:

(a) for the proper management and administration of SPECIAL AGENT’s business,

provided that the access, use, disclosure, transmittal, storage and transportation

are required by law, or SPECIAL AGENT obtains reasonable assurances from

the entity or person to whom Confidential Information is disclosed that it will

remain confidential and be accessed, used, disclosed, transmitted, stored, or

transported only as required by law or for the purpose for which it was disclosed

to the entity or person;

(b) to carry out the legal responsibilities of SPECIAL AGENT;

nature of such information and the obligations set forth herein, and agree to be

bound thereby; and

(d) to its Subcontractors if Subcontractors have entered into a written agreement

with SPECIAL AGENT under which Subcontractors agree to be bound by the

obligations in this Addendum.

4. SPECIAL AGENT’s Additional Obligations Regarding Protected Health

Information.

(a) SPECIAL AGENT acknowledges that it is subject to the following requirements

to the same extent as applicable to Company:

(i) to comply with subpart C of 45 CFR part 164 of the HIPAA Privacy and

Security Rules, requiring development, implementation, maintenance and

use of administrative, physical, and technical safeguards that reasonably

and appropriately protect the confidentiality, integrity, and availability of

the Protected Health Information, that it accesses, uses, creates, receives,

maintains, transmits, or transports on behalf of Company;

(ii) at the request of and in the time, manner and means, electronic or

otherwise, as specified by Company, to provide access to Protected Health

Information to Company, or to an individual as directed by Company, in

order to meet the requirements of the HIPAA Privacy and Security Rules;

(iii) to make any amendment(s) to Protected Health Information that Company

directs or agrees to pursuant to HIPAA Privacy and Security Rules in the

time and manner designated by Company;

(iv) to document and maintain information on any disclosure of Protected

Health Information for at least six (6) years, and upon request, in the time,

manner and means designated by Company, make any information about

the disclosure of Protected Health Information available to Company or to

M23294_12/19 BMO152.013

an individual as directed by Company, in order for Company to meet the

accounting requirements of the HIPAA Privacy and Security Rules; and

(v) to make Protected Health Information and its internal practices, books and

records, including policies and procedures, relating to the use and

disclosure of Protected Health Information, available to the Secretary of

Health and Human Services or to a state Attorney General for purposes of

determining SPECIAL AGENT’s or Company’s compliance with the

HIPAA Privacy and Security Rules.

(b) The parties acknowledge that this Section 4(b) constitutes notice by SPECIAL

AGENT to Company of the ongoing existence and occurrence of Unsuccessful

Security Incidents for which no additional notice to Company will be required.

5. General Security Requirements.

(a) SPECIAL AGENT will maintain a written, information security program

designed to protect the confidentiality, integrity and availability of Confidential

Information in paper or other records and within its information system,

including computers, devices, applications, and any wireless systems, and

designed to perform the following core information security functions:

(i) identify and assess both internal and external information security risks

(“Risk Assessment”);

(ii) utilize a defensive infrastructure;

(iii) implement policies and procedures that protect Confidential Information

from unauthorized Use;

(iv) detect, respond to, and mitigate, Information Security Breaches and

Security Incidents, restoring normal operations and services; and

(v) fulfill regulatory reporting obligations.

(b) The Risk Assessment performed by SPECIAL AGENT will be:

(i) sufficient to inform the design of the information security program;

(ii) updated as reasonably necessary to address changes to SPECIAL

AGENT’s information systems, records, Confidential Information, and

business operations; and

(iii) documented and carried out in accordance with written policies and

procedures.

M23294_12/19 BMO152.013

overseeing and implementing its information security program and enforcing its

information security policy initiatives.

(d) SPECIAL AGENT will assess the effectiveness of its information security

program through continuous monitoring, periodic penetration testing and

vulnerability assessments, or similar actions, all as dictated by its Risk

Assessment.

(e) SPECIAL AGENT, or SPECIAL AGENT’s designated third party, will:

(i) utilize qualified information security personnel to manage its information

security risks and perform or oversee the performance of SPECIAL

AGENT’s core information security functions; and

(ii) provide or verify that such personnel have obtained periodic information

security training to maintain up-to-date knowledge of changing

information security threats and countermeasures.

(f) SPECIAL AGENT will provide regular information security awareness training

for all personnel.

(g) SPECIAL AGENT will have written policies, implemented and approved by

senior management for the protection of its information systems and Confidential

Information, addressing the following:

(i) data governance and classification;

(ii) asset inventory and device management;

(iii) access controls and identity management;

(iv) business continuity and disaster recovery planning;

(v) system security and monitoring;

(vi) network security and monitoring;

(vii) physical security and environmental controls;

(viii) customer data privacy; and

(ix) vendor and third-party service provider (“TPSP”) management, to include

the following topics:

(A) identification and risk assessment of TPSPs;

(B) minimum information security practices required of TPSPs;

M23294_12/19 BMO152.013

practices of TPSPs; and

(D) periodic assessment of TPSPs, based on the risk and the continued

adequacy of the TPSPs’ information security practices.

(h) The following information systems’ controls will be utilized by SPECIAL

AGENT, to the extent prescribed by its written information security program:

(i) limited user access privileges to information systems providing access to

Confidential Information and periodical review of such access privileges,

as dictated by SPECIAL AGENT’s Risk Assessment;

(ii) multi-factor authentication for any individual accessing SPECIAL

AGENT’s internal networks from an external network, and for all

privileged access to SPECIAL AGENT’s cloud-based systems;

(iii) implementation of risk-based policies, procedures and controls designed to

monitor the activity of authorized users and detect unauthorized Use or

tampering with Confidential Information; and

(iv) implementation of encryption to protect Confidential Information, both in

transit over external networks, and at rest.

(i) To the extent dictated by SPECIAL AGENT’s Risk Assessment, and for a

duration specified by its records retention standards, SPECIAL AGENT will

maintain audit trails:

(i) for material financial transactions; and

(ii) sufficient to recreate Security Incidents.

(j) SPECIAL AGENT will have written procedures, guidelines and standards for

the secure development of applications created in-house, and procedures for

evaluating and testing the security of externally-developed applications used on

SPECIAL AGENT’s information systems.

(k) SPECIAL AGENT will have a written Security Incident response plan designed

to promptly respond to, and recover from, any Information Security Breach or

successful Security Incident materially affecting the confidentiality, integrity or

availability of the Confidential Information or the continuing functionality of any

aspect of Company’s business or operations. The plan will address the following

areas:

(i) internal processes for responding to an Information Security Breach or

successful Security Incident;

M23294_12/19 BMO152.013

(ii) goals of the plan;

(iii) definition and clear roles, responsibilities and levels of decision-making

authority;

(iv) external and internal communications and information sharing;

(v) identification or requirements for the remediation of any identified

weaknesses in information systems and associated controls;

(vi) documentation and reporting regarding Information Security Breaches or

successful Security Incidents and related incident response activities; and

(vii) evaluation and revision as necessary of the plan following an Information

Security Breach or successful Security Incident.

(l) No transfer of Confidential Information may be made by SPECIAL AGENT

outside of the United States without the prior, express written authorization of

Company.

(m) Company may require SPECIAL AGENT to have an annual review and/or an

annual technical audit of its security policies and practices by Company, or, at

SPECIAL AGENT’s option and expense, an independent auditor, to ensure

compliance with this Addendum. The third-party audit report, including

recommendations for remedying deficiencies where appropriate, will be provided

to Company within seven (7) business days of receipt of the report by SPECIAL

AGENT. SPECIAL AGENT will have thirty (30) calendar days to implement

remedies to any identified deficiencies and notify Company that such

deficiencies have been addressed. SPECIAL AGENT’s failure to remedy the

identified deficiencies will be considered in breach of this Section 5.

6. PCI-DSS Requirements for SPECIAL AGENT. If SPECIAL AGENT stores or

transmits credit or debit card data on behalf of Company, or could impact the security of

Company’s cardholder data environment, SPECIAL AGENT will employ safeguards that

comply with the Payment Card Industry Data Standard (PCI-DSS), as may be amended

from time to time. Depending on services being provided pursuant to the Agreement, and

upon request, SPECIAL AGENT will provide Company a PCI-DSS Attestation of

Compliance.

7. General Provisions.

(a) Compliance with Laws. Each party will promptly: (i) comply with its

obligations under this Addendum and with any federal and state laws and

regulations as may now be in effect or as may hereafter be enacted, adopted or

determined that apply to the confidentiality, security, or Use of Confidential

Information; and (ii) cooperate with and assist the other party in fulfilling its

federal and state legal and regulatory obligations with respect to Confidential

M23294_12/19 BMO152.013

Information a party holds on behalf of the other. Such obligations include any:

(viii) rights of or obligations to customers or consumers whose information is

included in the Confidential Information; (ix) inventory and location of

Confidential Information; and (x) performance of due diligence to ensure

Representatives used in connection with performance of Services under the

Agreement comply with the provisions of this Addendum.

(b) Amendment. This Addendum will be amended to conform to any new or

different legal requirements that result from any changes, revisions or

replacements of any federal or state laws and regulations as may now be in effect

or as may hereafter be enacted, adopted or determined that apply to the security,

confidentiality, or Use of Confidential Information, including, without limitation,

the HIPAA Privacy and Security Rules, on or before the effective compliance

date thereof. Any such amendment will automatically be effective upon the

effective compliance date of such laws and regulations and will become effective

without the signature of either party.

contained in the Agreement, a party may terminate the Agreement upon written

notice to the other party that they have breached a term of this Addendum.

(d) Disclosures Required By Law or a Governmental Authority. If either party is

required to disclose the other party’s Confidential Information in response to

legal process or a governmental authority, such party will immediately notify the

other party and, upon request, cooperate with the other party in connection with

obtaining a protective order. The disclosing party will furnish only that portion

of Confidential Information which it is legally required to disclose and will use

commercially reasonable efforts to ensure that Confidential Information is treated

confidentially.

(e) Indemnification. Notwithstanding any other provisions of the Agreement, each

party will indemnify, defend and hold the other party and its affiliates, and their

directors, officers and employees,

harmless for any liabilities, claims, demands,

suits, losses, damages, costs, obligations and expenses, including without

limitation attorneys’ fees, court costs and punitive or similar damages, incurred

by a party which result from any breach of this Addendum by the other party.

(f) Equitable Relief. Both parties acknowledge that Confidential Information it

receives is confidential and/or proprietary to the other party, that disclosure

thereof could be seriously harmful to the business prospects of the other party,

that the other party may not have adequate remedies at law for a breach of the

confidentiality obligations hereunder and that money damages may be difficult or

impossible to determine. Accordingly, each party agrees, in addition to all other

remedies available at law, that, in the event of a breach or threatened breach of

this Addendum, an aggrieved party will be entitled to: (i) seek equitable relief,

M23294_12/19 BMO152.013

including injunctive relief; and (ii) reimbursement of all attorneys’ fees and court

costs arising in connection with seeking and obtaining such equitable relief.

(g) Material Obligation/Survival. Each obligation contained in this Addendum is

deemed to be a material obligation of the parties hereunder and will survive the

termination of the Agreement.

(h) Interpretation. In the event of an inconsistency or conflict between the terms of

the Agreement and the terms of this Addendum, this Addendum will control.

Any such inconsistency or conflict will be resolved in favor of a meaning that

permits the parties to comply with the HIPAA Privacy and Security Rules or any

other federal and state laws and regulations that apply to the confidentiality of

Confidential Information. This provision will supersede any similar provision in

the Agreement. In the event of an inconsistency between the provisions of this

Addendum and mandatory provisions of the HIPAA Privacy and Security Rules

or any other federal and state laws and regulations that apply to the

confidentiality of Confidential Information, as may be amended from time to

time, the HIPAA Privacy and Security Rules or any other federal and state laws

and regulations that apply to the confidentiality of Confidential Information,

including, without limitation, any definitions in any such federal and state laws

and regulations, will control. Where provisions of this Addendum are different

than those mandated in the HIPAA Privacy and Security Rules or any other

federal and state laws and regulations that apply to the confidentiality of

Confidential Information but are nonetheless permitted by such federal and state

laws and regulations, the provisions of this Addendum will control.

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