Business Partner/Producer Agent Agreement
Property and Casualty Insurance
Agreement:
Effective as of _______ of ______________, 2014, and between 1st Quality Insurance Group and Ramsgate
Insurance Inc., d/b/a, 1st Quality Insurance Group, hereinafter referred to as "Agency” and,
__________________________________ as its , Business Partner or Producer Partner hereinafter referred to as
Contractor/Agent, this Independent Contractor Agreement is hereby in effect.
WITNESSETH THAT:
WHEREAS, Agency is in business as a general insurance agency providing for the sales and/or service of
insurance and related products.
WHEREAS, Contractor/Agent has experience, insurance license and abilities in the insurance business which
have value to Agency.
WHEREAS, Agency and Contractor/Agent have entered into an Agreement whereby Contractor/Agent shall sell
and/or service property and casualty insurance and related products.
WHEREAS, Contractor/Agent agrees to give Agency the benefit of his energy, skills, and ability and to endeavor
in all cases and to the best of his ability, to promote the Agency's best interests in return for certain
compensation, and shall not write, produce, or sell property and casualty insurance for any other insurance
company or agency unless agreed in writing or Contactors/Agents verify ownership in an active property and
casualty agency or book of business prior to entering this agreement.
WHEREAS, Contractor/Agent agrees to adhere to and follow all of the professional standards that are common
and usual for the property and casualty insurance industry or as may be reasonably established by the Agency as
Agency standards.
WHEREAS, Contractor/Agent agrees never to reveal, or in any way divulge, any of the business information,
business secrets, Agency finances, sales or management practices, or any other information obtained through
the Agency, to any person or entity not connected directly with the agency.
WHEREAS, Contractor/Agent agrees to give a full and complete accounting of all monies collected by
Contactor/Agent on behalf of the Agency according to the procedure for such accounting as shall be established
by the agency.
WHEREAS; Contractor/Agent agrees to cooperate with all staff of the Agency in such reasonable manner so as to
insure continuity in all of the office workflow and production.
WHEREAS, Contractor/Agent agrees that all business written by Contactor/Agent shall be owned by the Agency
and further agrees that all commissions shall be assigned to the Agency. Agency agrees once premium reaches
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and maintains two hundred and fifty thousand, ($250.000) in forced property and casualty premium, the
ownership of the policies is granted to Contractor/Agent as a Franchise Business Partner.
NOW, THEREFORE, in consideration of the promises herein contained, the parties mutually agree that in order
to avoid misunderstanding and to provide each party with enforceable rights in their mutual relationship, they
enter into the following Agreement:
I. AGREEMENT TO CONTRACT
The Agency and Contactor/Agent agree to work with each other in the sales and service of property and casualty
insurance products provided by the Agency. Contractor/Agent agrees to continue to develop, insurance skills as
required by their state of domicile and to exercise best efforts in the sales and/or service of insurance and
related products within the parameters set forth by agency. The agency agrees to make its sales and service
recourses available to Contactor/Agent and to provide insurance products to Contactor/Agent.
II. TERM OF CONTRACT AGREEMENT
The term of this Agreement shall commence as of the _______ of ______________, 2013 and shall continue
until terminated in this manner in Section X herein.
III. PERFORMANCE BY CONTACTOR/AGENT
Contractor/Agent's duties shall consist of performing and carrying out such duties as are described in the
Contractor/Agent Job Description attached hereto and made a part hereof as EXHIBIT II, (if attached).
Contactor/Agent agrees to devote time, attention, and energies to the business of the Agency. Contactor also
agrees to conduct all property and casualty insurance related business affairs under the policies and procedures
of the Agency including Agency Contractor who manages an existing book of business prior to this agreement in
which Contractor/Agent has rights of ownership. That Ownership remains with the Contactor/Agent at all times.
Property and casualty insurance license must be in good standings with the state Department of Insurance to
receive commission.
IV. FACILITIES/EXPENSES
Contractor/Agent agrees to be directly responsible for it business expenses including the cost of : continuing
insurance education and the cost of required insurance license(s), permits, fees and other necessary documents
for Contactor/Agent to assume duties as described in this Agreement. The Agency will endeavor to include
Contactor/Agent as an insured on its Errors and Omissions Policy with limits of coverage and deductibles as
determined by Agency.
V. COMPENSATION
For and in consideration of duties performed, Contactor/Agent shall be compensated throughout the entire
term of this Agreement under the terms and conditions as set forth in the COMPENSATION AGREEMENT
attached hereto and made a part hereof as EXHIBIT I. Such COMPENSATION AGREEMENT may be revised and/or
modified at anytime by the Agency in its sole discretion upon fourteen (14) days notice to Contactor/Agent and
such revised schedule shall be attached hereto and be made a part hereof If this Agreement terminates because
of Contractor/Agent's death or permanent disability, the Agency agrees to pay Contactor/Agent or his estate an
amount to all earned but unpaid commissions, fees and/or incentives due Contactor/Agent.
VI. BENEFITS
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The Contractor/Agent shall not be entitled to any employee benefits that Agency may provide from time to
time.
VII. OWNERSHIP OF BUSINESS
Contractor/Agent and Agency agree that all property and casualty insurance business including accounts,
commissions and rights concerning contracts of insurance secured, solicited and/or otherwise handled by
Contactor/Agent are the sole property of the Agency. In the event of termination of this Agreement by either
party, Agency shall retain all such ownership rights. Upon Contactor/Agent’s book reaching and maintaining Two
Hundred and Fifty Thousand, ($250,000) of in force policy premium, Agency agrees to authorize ownership of
active Contactor/Agent’s client policies as the property of Contractor/Agency as well as granted Franchise
Business Partner. Failure to maintain this level will automatically revert back to Agency ownership and
Franchise Partner Producer status.
Contractor/Agent agrees to reach and maintain a production performance requirement within thirty six (36),
months of entering this agreement annual written property and casualty premiums of Two Hundred and Fifty
Thousand, ($250,000). Failure to reach this performance level will result notice of contract default.
Contractor/Agent is allowed up to 90 days to meet target minimum premium requirements. Failure to perform
will result in notice of contract termination.
All property and casualty insurance business produced and/or serviced by Contractor/Agency shall be written
through Agency. Any property and casualty business written through another agency or entity for any reason
must have prior written approval of an officer of the Agency. All checks and bank drafts received by
Contactor/Agent shall be made payable to Agency of Insurance Company or it represents, and all premiums (in
any and all monetary forms) shall be collected in the name of and on behalf of Agency or company issuing policy
coverage.
If Contractor/Agency owns, controls and manages prior to this agreement a client list of insurance policies and
elects to merger these policies with Agency. It is agreed after the merger, these policies regardless of premiums
represented will be retained and remain the property of the Contactor/Agent. Contactor/Agent will provide a
list of clients and policy information as a part of this agreement.
Contractor/Agent and Agency agrees, the provisions of this agreement are limited to solicitation and sell of
property and casualty insurance. Contactor/Agent determines the amount of time contributed to Agency in
performance of solicitation and sale of property and casualty insurance. In addition, Agency does not restrict the
right to contract, solicit, represent or sale of any other insurance or non insurance product other than property
and casualty insurance.
Any restriction of this agreement as it relates to property and casualty solicitation, sale and ownership can be
negotiated and agreed by both parties in writing.
VIII. NON-PIRACY COVENANT
Contactor/Agent recognizes Agency's right to protect the value of the Agency's business entity. The value
includes the Agency's "customers." For the purpose of this Agreement, "customers" is defined to include:
a. Any individual(s) or business entity or entities, who at the time of Contactor/Agent's termination
purchase insurance products or services from Agency, or,
b. Any individual(s) or business entity or entities, who were provided insurance services or products by
Agency prior to Contactor/Agent's termination of Agreement with Agency, or
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c. Any individual(s) or business entity or entities, which the Agency is in the process of soliciting or quoting
at the time of Contractor/Agent's termination. However, if such individual(s) or business entity (or
entities) do not purchase insurance products or services through Agency during the 24 month period
immediately following Contactor/Agent's termination date, Contactor/Agent shall, thereafter, be free to
engage in insurance business with such individual(s) or business entity or entities.
For and in consideration of the terms of this Agreement, Contactor/Agent does hereby covenant and agree that,
for a period of two (2) years from the date of Contractor/Agent's termination (hereinafter known as the
"Non-Solicitation Period"), regardless of whether or not said termination is with or without cause or whether
initiated by Contractor/Agent or Agency, Contactor/Agent will not engage directly as an agent in any activity
involving the solicitation or placement of any insurance products or services to or for Agency's "customers."
During the Non-Solicitation Period," Contractor/Agent further agrees not to divulge the identity of any of
Agency's "customers" to any individual or business entity without prior written consent of Agency.
Non-piracy convent does not apply policies Contactor/Agent has ownership in accordance to the terms of this
agreement.
IX. CONFIDENTIAL INFORMATION AND TRADE SECRETS
Contractor/Agent will, during the term of this agreement, be working with confidential information and trade
secrets belonging to Agency, including but not limited to, for example, internal procedures, programs and forms.
In addition, Contractor/Agent will have access to lists of insured customers, information regarding habits and
insurance needs of customers and prospects, personal information as to customers and prospects, locations and
descriptions of insured properties or properties to be insured, expiration date of insurance policies, insurance
reports and other information which is not generally or easily obtainable.
Contractor/Agent acknowledges and agrees that all such information is confidential and is the exclusive property
of Agency. Contractor/Agent covenants and agrees that he will never disclose to anyone, either directly or
indirectly, during the term of this Agreement or at any time thereafter, any such confidential information, nor
will he use the same for any purpose other than in the course of this Agreement and for the exclusive benefit of
Agency.
All documents that Contractor/Agent prepares, or confidential information that may be given to him in the
course of this Agreement, are and shall remain the exclusive property of Agency. Any and all copies of any client
or proprietary information shall he immediately returned to Agency upon Agency's demand. Contractor/Agent
further agrees that upon termination of this agreement for any reason (with or without cause), Contactor/Agent
shall surrender to the Agency all records and all copies made of those records that pertain to any aspect of the
business of the Agency, including but not limited to clients’ coverage, active and prospective clients, expirations
of coverage, premiums, and all related materials.
X. TERMINATION
The Agency shall be entitled to terminate this Agreement any time, without prior notice, for cause, including but
not limited to any of the following uses:
a. Contactor/Agent dishonesty, or
b. Embezzlement of funds, supplies, equipment, etc., or
c. Fraud, forgery of documents, misappropriation of funds, or the like, or
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d. Violation of any provision of this Agreement, or
e. Cessation of the Agency's business for any reason, or
f.
Contactor/Agent for any reason becomes unable to solicit and/or service insurance, or
g. Conviction of a felony or misdemeanor involving moral turpitude, or
h. Engagement in any act constituting grounds for disciplinary action by the state Insurance Department
(whether or not such action is actually undertaken by the Department), or
i.
Cancellation, suspension, or non-renewal of the Contactor/Agent's license to act as an insurance agent
within the Agency's business area, or
j.
Death or permanent disability of Contactor/Agent.
Notwithstanding the above, the Agency shall be entitled to terminate Contactor/Agent's Agreement at any time,
without cause, following fourteen (14) days written notice to Contactor/Agent.
Contractor/Agent may terminate this Agreement with Agency at any time following fourteen (14) days written
notice to the Agency. However, in the event that Contractor/Agent fails to give such notice, Contactor/Agent
shall forfeit any and all future payments or amounts of any kind due Contactor/Agent from Agency, including
without limitation any and all amounts due from products and or insurance sold and/or serviced, whether new
or renewal business, as well as any amounts due Contractor/Agent from any other agreement written or verbal.
Termination of Contractor/Agent's Agreement hereunder by either party (with or without cause) shall not be
construed to nullify or terminate any covenant or obligation of Contractor/Agent which is intended to survive
this Agreement, pursuant to the terms to this Agreement, including, but not limited to the covenants contained
in sections VII, VIII, IX, X and XI, unless amended in writing as provided in Section XVII hereof.
In the event of termination of this Agreement with proper notices, Contractor/Agent shall be entitled to receive
full remuneration up to and including the date of termination. Agency shall have no further obligation to
Contactor/Agent.
XI. COVENANT NOT TO SOLICIT AGENCY'S EMPLOYEES
Both parties recognize that employees of Agency are a valuable asset to the Agency. Therefore, Contactor/Agent
agrees that he will never take any action directly or indirectly that would interfere with, diminish or impair the
valuable relationships that Agency has with its employees, and that Contactor/Agent will never attempt to
induce directly or indirectly any employee to terminate this Agreement with Agency. Contactor/Agent further
agrees that, in the event he becomes engaged in a business competitive with Agency at any time during the
"Non-Solicitation Period," he will not directly or indirectly employ or attempt to employ any other person who
was employed by Agency at any time during the last two (2) years of Contactor/Agent's Agreement with Agency.
XII. LIQUIDATED DAMAGES
The parties hereto agree that in the event that Contactor/Agent breaches any of the provisions of Section VII,
VIII, X.a, X.b, X.c, X.g or XI of this Agreement, the actual damages Agency would incur may be difficult to
ascertain with certainty or precision, but specifically agree that the amount of damages that could arise may be
substantial. Accordingly, the parties agree that should Contractor/Agent breach any of the provisions of Section
VII, VIII, X.a, X.b, X.c,X.d, X.g, X.h or X.i of this Agreement, Contractor/Agent shall forfeit any and all future
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payments or amounts of any kind due Contractor/Agent from Agency, including without limitation any and all
amounts due from products sold and/or referred, whether new or renewal business.
XIII. ARBITRATION/LITIGATION
Any controversy, claim, or breech giving rise to a claim for liquidation or monetary damages arising out of or
relating to this Agreement shall be submitted for settlement to an arbitrator agreed upon by both parties
hereto. If the parties cannot agree upon an arbitrator, the controversy, claim, or breach shall be referred to the
American Arbitration Association with a request that the Association appoint an Arbitrator. Arbitration shall be
held in the city of business of the Agency in accordance with the rules and standards of the American Arbitration
Association.
In the event any party hereto resorts to either legal action or arbitration as the result of any dispute pertaining
to any of the terms of this Agreement, the prevailing party shall be entitled to collect all costs incurred, including
but not limited to attorney's fees and other costs.
XIV. ASSIGNMENT
Contractor/Agent may not assign this Agreement or any of his rights or obligations hereunder to any person,
firm or entity. The Agency shall be entitled to assign and transfer its rights pursuant to this Agreement in
connection with any merger, sale or other disposition of all or any part of its insurance business provided,
however, that the Agency's obligations hereunder are expressly assumed, in writing, by a solvent assignee or
successor.
XV. NOTICES
Any notice required or permitted to be given pursuant to this Agreement, or in connection, therewith, shall be
deemed to be duly given when hand delivered in person at the Agency's and/or the Contactor/Agent's address
or when transmitted by First Class United States Certified' Mail, to the Agency and/or the Contactor/Agent at
the following addresses, or at such other place as either of the parties may for themselves designate in writing
from time to time for the purpose of receiving notices pursuant hereof:
Agency: Corporate Headquarters
Contactor/Agent: Place of Residence unless other wise indicated.
XVI. WAIVER
Neither party will be deemed to have waived any right, power or privilege under this agreement or any provision
thereof unless such waiver shall have been duly executed in writing and acknowledged by the party to be
charged with such waiver. The failure of either party hereto at any time to enforce any of the provisions of this
Agreement will not be construed to be a waiver of such provisions, nor in any way affect the validity of this
Agreement of any party' thereof, or the right of any party to thereafter enforce each and every such provision.
No waiver or breach of this Agreement will be held to be a waiver of any other or subsequent breach. In the
event that anyone or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any
other provision of this Agreement.
XVII. MISCELLANEOUS
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This Agreement sets forth the entire Agreement and understanding between the parties as to the subject matter
of this Agreement and shall supersede all prior agreements, commitments, representations, writing and
discussion between the parties with respect thereto.
This Agreement shall not be subject to change, alteration or modification, other than by an instrument in writing
duly executed by the parties hereto, except as specifically provided otherwise, herein.
This Agreement may be executed in any number or counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument.
This agreement shall be construed, interpreted and enforceable in accordance with the laws of your state of
domicile.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT this _______ of ______________, 2013.
1st Quality Insurance Group, Inc. and Ramsgate Insurance Inc d/b/a 1st Quality insurance Group.
______________________________________
Agency Representative
______________________________________
Corporate Officer Title
______________________________________
Contractor/Agent
______________________________________
Witness
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