Maximum number of producers reached.
Stratton Agency, a California corporation (hereinafter referred to as “COMPANY”), and ____________________ (hereinafter referred to as “Producer”) hereby agree as follows:
A. COMPANY is now, and since January 1, 2012, has been engaged in the insurance business, primarily in the State of California.
B. Producer is a resident of the State of __________, licensed to sell the following types of insurance:
Accident and Health, Casualty, Life, Property.
C. Producer desires to contract with COMPANY to sell insurance on a commission basis pursuant to the terms and conditions set forth in this agreement and COMPANY so desires to contract with Producer.
In consideration of the foregoing Recitals and the mutual covenants, agreements, representations and promises set forth herein, the parties agree as follows:
The following definitions shall apply throughout this agreement:
a. The term “insurance” shall mean and include all types of insurance and bonds, including life insurance, employee benefits, administration of self-insurance programs, and other services for which Producer receives compensation.
b. The term “commissions” shall mean total commissions and fees received, less any return of commissions on cancellations, premium refunds and fee refunds, and also, less any commissions or fees paid to office brokers or outside agents or brokers. The term commissions shall not include excess commissions, bonuses, contingencies, profit sharing, premium finance company commission, or interest income paid directly to COMPANY. For the purpose of this Agreement, commissions shall be deemed received on the date on which premiums or fees are received by COMPANY.
c. COMPANY maintains, and will continue to maintain, an account for the insurance business of each customer. COMPANY will identify and record each account brought to COMPANY by Producer as a Producer account.
2. Term of Agreement
This agreement shall be considered in effect on the last signature date set forth below. The agreement shall continue in effect until terminated by either party.
3. Duties of the Producer:
a. Performance of services.
Effective as of the date of this Agreement and for any period Producer may continue to work for COMPANY after the contract term expires, Producer will faithfully and diligently perform his duties in accordance with COMPANY’S directions and serve COMPANY to the best of Producer’s ability. Such services shall include the solicitation, writing, renewal and on-going maintenance of insurance policies written through COMPANY.
b. Commissions Shall be Remitted to COMPANY.
During the term of this agreement, Producer agrees to remit all commission income to COMPANY or cause Producer’s commissions to be paid directly to COMPANY for any business written through COMPANY. Producer’s obligations hereunder shall extend to any commissions earned by any employee, agent or associate retained by Producer.
4. Duties of COMPANY.
Effective as of the date of this Agreement and throughout the term of this Agreement, COMPANY shall provide Producer with policy management, customer service support and market access for accounts written through COMPANY.
5. Authority of Producer
The authority of Producer is limited to the proper and legal solicitation of the lines and types of insurance written by COMPANY through various insurance carrier contracts. Producer shall have no power or authority to modify, alter, or waive any of the provisions of any policy, contract or endorsement issued by any insurance company, or to waive or release any of the rights of any insurance company herein before stated or to make contracts or incur obligations in the name of, or on behalf of COMPANY or bind it in any manner whatsoever, unless specifically authorized by COMPANY in writing.
During the term of this Agreement, Producer shall receive, as full compensation for his service hereunder, commissions in the percentages set forth in the commission schedule attached hereto as Exhibit A. Such commissions shall be payable within sixty (60) days from the receipt of the commission by the agency on each policy or service written for a Producer account.
7. Ownership of Accounts.
The parties agree that COMPANY will have 100% ownership interest in any and all Producer accounts.
8. Covenant Not to Compete
a. Limited Time and Duration:
Producer hereby agrees that during the course of the Agreement and for a period of (30) months immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option either of the COMPANY or Producer, with or without notice, the Producer will not compete with the COMPANY and its successors and assigns, without the prior written consent of the COMPANY.
b. Limited Scope of Prohibited Activities.
The term “not compete” as used herein shall mean that the Producer shall not, without the prior written consent of the Company, solicit, divert, take away, broker of record, re-write or attempt to solicit, divert, take away, broker of record or re-write the business or patronage of any of the clients, customers or accounts of the COMPANY on the effective date of termination of this agreement.
c. Limited Geographic Scope.
This Addendum shall cover the Producer’s activities in every part of the Territory in which the Producer may conduct business during the term of the Agreement as set forth above. “Territory” shall mean the State of ___________________
It is agreed that in the course and scope of Producer’s employment with COMPANY, Producer will develop unique relationships with COMPANY’S employees, customers and suppliers; COMPANY has provided or will provide Producer with unique knowledge and training about its Confidential Information. Confidential Information, as used in this Non-Solicitation Agreement, includes, but is not limited to, any information possessed or owned by COMPANY which is not generally known to the public, especially if such information gives COMPANY a competitive advantage or its disclosure would harm COMPANY. It includes, but is not limited to, trade secrets, proprietary information and all other information documents or materials, owned, developed or possessed by COMPANY or any employee of COMPANY, whether tangible or intangible, relating in any way to COMPANY’S research and development, customers, prospective customers, business plans, business relationships, products or processes, costs or profit information or data from which that information could be derived, human resources (including internal evaluations of the performance, capability and potential of any COMPANY employee), business methods, databases and computer programs; and,
a. Non-Solicitation of COMPANY Employees. During the term of this agreement and for thirty (30) months following the termination of this agreement for any reason (the “Employee Non-Solicitation Period”), Producer agrees that he will not, either on his own behalf or on behalf of any other person or entity, directly or indirectly, hire, solicit, retain, or encourage to leave the employ of COMPANY (or assist any other person or entity in hiring, soliciting, retaining or encouraging) any person who is then or was within six (6) months of the date of such hiring, an employee of COMPANY.
b. Non-Solicitation of COMPANY Customers During the term of this agreement and for thirty (30) months following the termination of this agreement for any reason (the “Customer Non-Solicitation Period”), in order to protect COMPANY’S Confidential Information, I agree that I will not, either on my own behalf or on behalf of any other person or entity, directly or indirectly, solicit, sell or assist anyone in the sale of or provide service relating to any of COMPANY’S products or products similar to those sold by COMPANY to any person, company, firm, or corporation who is or was a customer of COMPANY within one (5) years prior to the termination of this agreement and with whom I, or those employees reporting to me, had Material Contact during the last year of this agreement. For the purpose of this Non-Solicitation Agreement, Material Contact shall be defined as personal contact or the supervision of the efforts of those who have direct personal contact with a customer or potential customer. I agree not to solicit, sell or assist in the sale or provide service to any such customers on behalf of myself or any other person, firm, company, or corporation.
c. Confidentiality. I agree that at all times, both during and after termination of this agreement with COMPANY, Producer shall not directly or indirectly use or disclose any Confidential Information to any third person or entity outside the COMPANY, except (i) as may be necessary in the good faith performance of my duties for COMPANY or (ii) as I may be required to disclose under any applicable laws, regulations or directives of a governmental entity having jurisdiction in the matter or under subpoena or other process of law, provided that I shall promptly notify the Company in writing of any such requests for disclosure.
10. Proprietary Information & Trade Secrets Agreement
Any and all information obtained from a potential client during the solicitation process that is not considered public information such policy expiration & renewal dates, current carrier information and the like is considered proprietary information or trade secrets. Furthermore, all data contained in policy files (written or electronic) including information for past, current or future clients stored in COMPANY’s agency management software is considered proprietary information. Producer shall not, nor any person, affiliate, associate, agency or company with whom Producer may associate, attempt to use or disclose COMPANY proprietary information to solicit, market, or write COMPANY owned or solicited accounts. Producer also agrees to abide by the language and terms included in Exhibit B attached.
a. Without cause. Either party may terminate this agreement at any time without cause by service of a thirty (30) day written notice to the other party.
b. With cause. This agreement shall also be terminable immediately upon the occurrence of any of the following events:
(i) The loss of license to sell insurance by either the Producer or COMPANY;
(ii) The material breach of this Agreement by either Party;
(iii) Conduct by either party constituting malfeasance, misfeasance and/or nonfeasance
c. Continuing Obligations. Any termination hereof shall not terminate the covenants and provisions of this Agreement.
12. Laws and Procedures.
It is understood that the parties will abide by all applicable laws, ethical practices and regulations promulgated by the State of Colorado, and the Colorado Department of Insurance, and Producer will adhere to the procedures and policies of COMPANY applicable to producers similarly situated that are currently in force and as they are changed from time to time.
13. Governing Law.
This agreement has been executed and delivered in the State of Colorado and all matters affecting its validity and construction shall be determined according to the laws of that State. Further, the place of performance and transaction of business shall be in the State of Colorado, and in the event of litigation, the State of Colorado or applicable County shall retain the exclusive venue and place of jurisdiction arising out of this Agreement.
14. Assignment. This agreement may not be assigned or otherwise transferred by either party hereto.
15. Successors. This agreement shall be binding upon and insure to the benefit of the parties, their heirs, executors, administrators and successors in interest.
16. Headings. Headings are assigned to various paragraphs merely for ease of identification and are not to be construed to modify the provisions contained in the paragraphs themselves.
17. Indemnification and Hold Harmless. Each party agrees to indemnify and hold harmless the other party including its agents, employees, subsidiaries, officers, directors, representatives or assigns, for any actions, suits, claims, demands or proceedings for loss or damage arising out of or in any way connected with acts or omissions of either party that are not covered by COMPANY’S Errors and Omissions policy. Notwithstanding anything to the contrary contained herein, neither party shall indemnify the other party for their own ordinary, strict, sole or contributory negligence or willful misconduct.
18. Severability. Any portion of this Agreement found to be invalid shall be severable from the rest with the remainder having full force and effect.
19. Entire Agreement. This document constitutes the entire agreement among the parties, all oral and prior written agreements, if any, being merged herein.
20. Notification. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, or (c) by overnight courier. All notices shall be addressed as follows:
If to Company:
643 Bair Island Rd. Suite 402
Redwood City, CA 94063
21. Attorney’s Fees: If the services of an attorney are required by any party to secure the performance hereof or otherwise upon the breach or default of another party or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereof, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.
22. Exhibits. All exhibits to which reference is made are deemed incorporated in this Agreement whether or not actually attached.
It is agreed that Producer shall be paid in accordance with the following schedule:
A. Of the total commissions produced by Producer on commercial property and casualty business, Producer will receive 40% of said commissions produced with the balance of 60% to Company. This commission percentage will be paid on new business. Excess Commissions or Company bonuses will not be paid to said producer.
B. Of the total commissions produced by Producer on commercial property and casualty business, Producer will receive 30% of said commissions produced with the balance of 70% to Company. This commission percentage will be paid on renewal business. Excess Commissions or Company bonuses will not be paid to said producer.
C. Of the total commissions produced by Producer on employee benefits or life/health related business, Producer will receive 30% of said commissions produced with the balance of 70% to Company. This commission percentage will be paid on new business. No commission will be paid on renewal business. Excess Commissions or Company bonuses will not be paid to said producer.
D. Of the total commissions produced by Producer on personal lines business, Producer will receive 40% of said commissions produced with the balance of 60% to Company. This commission percentage will be paid on new business. No commission will be paid on renewal business. Excess Commissions or Company bonuses will not be paid to said producer.
E. Of the total commissions produced by Producer on HR Shield plans, Producer will receive 25% of said commissions produced with the balance of 75% to Company. This commission percentage will be paid on new business. No commission will be paid on renewal business. Excess Commissions or Company bonuses will not be paid to said producer.
F. Of the total commissions produced by Producer on HR and/or Safety training services, Producer will receive 15% of said commissions produced with the balance of 85% to Company. This commission percentage will be paid on new business. No commission will be paid on renewal business. Excess Commissions or Company bonuses will not be paid to said producer.