Thank you for your interest in becoming appointed with Nationwide Innovative Solutions, a division of Nationwide
Insurance Companies.
Attached are the documents necessary to become appointed:
1. Appointment Request Form – If you wish to appoint as an individual (commissions are paid directly to
you), Sections I, III, and IV are required. If you are appointing under an agency to which you will be
assigning commissions, Section I, II, III and IV are required. We will require a copy of your current Life and
Health license for appointment with Nationwide for each applicable state (include a copy of the agency
license as well if you are assigning to an agency).
2. Agent Agreement – Please complete the agent/agency information on page 1. The agreement must be
signed and dated on Page 6 by the principal agent, owner or officer of the company. The entire agreement
must be submitted.
3. Business Associate Agreement – While not all of our plans fall under HIPAA guidelines, we do have some
that include a medical component. In order to be in compliance when and if an agent sells one of those
plans, we ask that this form be signed by all our producers.
4. Direct Deposit Form – Commissions are paid on a monthly basis only by direct deposit. Commissions are
deposited to your bank no later than the second business day of the month (availability in your account may
vary by individual bank). Commission statements are available on our secure website the first business day
of each month. You will receive login information shortly after your appointment is complete. If you choose
not to sign up for direct deposit, commissions will accumulate and a check will be mailed to you after the last
commission cycle of the year.
5. In addition to the forms above, we will need a copy of your current Errors & Omissions Declaration Page
showing dates and amounts of coverage.
Please submit appointment information by:
Mail:
Nationwide Innovative Solutions, One Nationwide Plaza, 04-06-101, Columbus, Ohio 43215
Fax:
855-710-1805, or
[email protected]
Email:
(Please indicate appointment paperwork on the envelope or in the subject line).
The appointment process generally takes 7 to 10 business days once all information is received. If you have any
questions on your appointment process, you may contact us at 888-674-0385, option 2, 8:00 am to 4:30 pm easterntime weekdays or email us at [email protected].
If you have questions on the products available, please contact your sales representative.
Thank you again for the opportunity to do business with you.
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License/Appointment Request Form
Nationwide Life/Mutual Appointment
COMMISSIONS PAID TO:
 Individual
 Agency
GENERAL AGENT: __________________________________________
SECTION I – INDIVIDUAL AGENT INFORMATION
First Name
Middle
Home Address
(
Last Name
Social Security Number
---
Street
Home Phone Number
)
-
City
(
Date of Birth
State
ZIP
Home Fax Number
)
-
SECTION II – AGENCY INFORMATION
The Agency is a:  Individual/Sole Proprietorship
Gender
F 
M
County
Email Address
 Partnership or LLC  Corporation  Other
Business/Agency Name
EIN Number (For Agency Pay)
Agency Street Address
City
State
ZIP
County
Agency Mailing Address
City
State
ZIP
County
(
Agency Phone Number
)
-
(
Agency Fax Number
)
-
Agency Email Address
State(s) in which to be appointed. Please attach copy(ies) of the current health license(s):
SECTION III – BROKER/AGENCY QUESTIONNAIRE
A letter of explanation must be attached on any “Yes” answer to the following questions.
1. Have you ever been convicted of any criminal activity involving dishonesty or a breach of trust?
2. Have you ever been convicted or are currently under indictment for any criminal felony?
3. Have you ever had a license or an appointment cancelled by an insurer for reasons other than
low production?
4. Have you ever been suspended, disqualified or disciplined as a member of any profession?
 Yes
 Yes
 Yes
 No
 No
 No
 Yes
 No
I hereby authorize Nationwide and its representatives to make an independent investigation of my background, references,
character, past employment, education, and criminal or police record, including those mandated by both public and private
organizations and all public records for the purpose of confirming the information contained on this form and all other obtained
information which may be material to my qualifications for licensing and/or appointment.
I release Nationwide, its representatives, and any other person or entity, which provides information pursuant to this authorization,
from any and all liabilities, claims or lawsuits in regards to the information obtained from any and all of the above referenced
sources used.
SECTION IV – SIGNATURE
I certify that to the best of my knowledge and belief, the above information is correct and complete.
Signature _____________________________________________________
Print Name
Date ____________________________
______________________________________________
Return with copies of all current life/health licenses for applicable states, current Errors and Omissions Declaration Page showing
dates and amounts of coverage, Direct Deposit Form, signed Agreement(s) and Business Associates Agreement to: Nationwide
Innovation Solutions, Licensing Dept, One Nationwide Plaza, 04-06-101, Columbus, Ohio 43215 or email to
[email protected] or fax to (855) 710-1805.
Phone: 1-888-674-0385.
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AGENT AGREEMENT
This Agent Agreement, together with the other attachments thereto (the “Agreement”) by and between ____________________
________________________________ (“Agent”) and the undersigned insurance companies (hereinafter “Company”). The
term Company as defined as used in this Agreement includes Nationwide Life Insurance Company, Nationwide Mutual Insurance
Company, Nationwide Mutual Fire Insurance Company, National Casualty Company and Allied Insurance. In consideration of the
mutual agreements contained herein and intending to be legally binding, Company and Agent agree as follows:
SECTION 1 – DESIGNATION AND AUTHORITY
1.1
Appointment. Subject to the terms of this Agreement, Company hereby appoints Agent to solicit, at Agent’s own expense,
new and renewal applications for insurance or other benefit plan contracts sold through Company (“Policy or Policies”).
The agency relationship established by this Agreement is nonexclusive and Company retains the right to designate other
agents in the same territory as Agent. Agent shall solicit applications for Policies only in those states where Agent is
licensed and appointed by Company and only for those products which are approved by Company for sales in the state of
solicitation. Agent hereby accepts the appointment and agrees to use its best efforts to solicit application for Policies in
accordance with this Agreement.
1.2
Authority. Agent shall have no authority to act as an agent of Company, other than the authority expressly granted in this
Agreement; no forbearance or neglect on the part of either Agent or Company shall be construed to waive any of the terms
of this Agreement or to imply the existence of any authority not expressly given in this Agreement.
Agent is not authorized to:
(a) issue any Policy or alter, amend, waiver or extend any rates, conditions or provisions thereof;
(b) waive or extend the time of payment of any premium or any other moneys due for any Policy;
(c) waive any breach, violation or misrepresentation on the part of any subscriber, or policyholder, or proposed subscriber
or proposed policyholder, or any rights or remedies of Company;
(d) enter into any contract or incur any expense, debt, liability or obligation of any character involving Company except as
expressly provided herein;
(e) represent itself to be, or act or hold itself out as, a spokesperson for Company in any proceeding before, or inquiry by,
any court or governmental or regulatory authority;
(f) make any promise or representation to any subscriber or policyholder in connection with payment of any claim; or
(g) do any other act not expressly authorized by this Agreement.
SECTION 2 – RESPONSIBILITIES OF AGENT
2.1
Licensing. Agent shall be duly licensed under the laws of the state or states in which it acts as an insurance agent and
agrees to keep the license(s) in full force and effect during the term of this Agreement and to notify Company immediately
of any termination, qualification, suspension or expiration of such license. Agent shall maintain in good standing, at no cost
to Company, all licenses required by all applicable statutes and regulations. Agent shall provide a copy(ies) of current
license(s) to Company. Upon Agent’s loss of or failure to procure and maintain any of its licenses as may be required by
law, this Agreement shall terminate for cause pursuant to the provisions set forth in Section 8.2.
2.2
Company Policies and Procedures. Agent will comply with all applicable Company policies and procedures as may be
issued from time to time. Agent may not waive any provisions of such policies and procedures without Company’s express
prior written authorization. Specifically, but without limitation, Agent shall:
(a) comply with any applicable rules and regulations regarding the replacement of Policies, including the preparation of
appropriate replacement forms, delivery of them to applicants and the provision of notices and other required forms
and information to Company;
(b) promptly transmit to Company, or to such person designated by Company, applications received, together with any
initial premium payment or prepayment of expenses collected with respect to such applications; and,
(c) promptly deliver to the purchaser or contract holder all Policies or certificates issued by the Company transmitted by
the Company to Agent for delivery.
2.3
Applications. Agent agrees that Agent shall review each application for completeness and that Agent shall fully inform
each applicant that he/she shall not be accepted for coverage until and unless the application is approved by Company
and the applicant receives a written notice from Company setting forth the terms of the coverage. Agent agrees that Agent
will not submit to Company any information that Agent knows or should reasonably know to be false or misleading.
2.4
Adverse Affect. Agent shall not conduct its business in such a manner as to adversely affect the business, good standing
or reputation of Company.
2.5
Receipt of Funds. Agent shall not receive any funds due to Company, except that Agent may collect the initial month’s
premium from an applicant by a check made payable to Company. Agent shall hold any and all such payments in a
fiduciary capacity and shall hold and transmit such funds to Company.
2.6
Relationship of the Parties. No provision of this Agreement is intended to create nor shall be deemed or construed to
create, any relationship between Company and Agent, other than that of independent contractors. Agent recognizes its
responsibility and obligation to timely and properly file all tax returns, and pay all self-employment and income taxes.
Agent acknowledges and agrees that, as an independent contractor, it is not covered for unemployment and workers’
compensation insurance by Company. Agent agrees to be responsible for their own expenses associated with travel,
entertainment, meals and supplies.
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2.7
2.8
2.9
2.10
2.11
2.12
Errors and Omissions Insurance. Agent shall maintain during the term of this Agreement, errors and omissions insurance
in the amount of $500,000 per occurrence and shall provide proof to Company at time of appointment and each year
following at time of renewal. Agent shall immediately give written notice to Company of any change or termination of such
coverage.
Reporting. Agent shall promptly prepare and transmit to Company, in format acceptable to Company, reports Company
may reasonably require from time to time, including reports of all information necessary for Company to comply with all
applicable laws, rules, regulations, rulings and policies and guidelines or to manage its business.
Audits. Company reserves the right to inspect and review the records of Agent. Company may conduct audits of Agent
from time to time with advance notice. Agent agrees to use its best efforts to fully cooperate with Company in the event
that Company is audited by federal, state or local government authorities.
Policy Cancellation. Agent shall not cancel any Policy issued by the Company.
Complaints, Legal Actions, Regulatory Inquiries. Agent will immediately notify Company of any complaint against Agent or
Company arising from performance, or lack thereof, of this Agreement. Agent will also send by facsimile or express mail
any written complaint that Agent receives about a Policy. Agent will, upon receipt of any summons, complaint, or notice of
suit, forward such notice to Company by express or overnight mail. Agent will, upon receipt of any inquiry from an
insurance department or other regulatory body with respect to activity under this Agreement, forward such inquiry to
Company by express or overnight mail.
Additional Services. Agent shall perform for Company any additional services that may be agreed to as set forth in an
Attachment C to this Agreement.
SECTION 3 – COMPENSATION
3.1
Compensation. Subject to the terms and conditions of this Agreement and the attachments, Company shall pay
compensation when premiums are actually due and paid to Company on Policies issued by Company on applications
submitted by Agent. Compensation shall not be paid on fees collected including billing fees, late fees, reinstatement fees
or other fees charged by Company periodically.
3.2
Changes to Compensation. At any time Company determines that it is necessary to change the rate of compensation for
policies written under this Agreement, Company shall give Agent written notice of such change. Any change in rate of firstyear and renewal commissions (excluding additions or revisions to policies that result in payment of new or additional
commissions) shall not affect policies issued on applications dated prior to the Effective Date of such notice.
3.3
Refunds. Agent shall refund to Company any compensation on canceled or rescinded coverage, including policies
returned during any applicable “right to examine” period, and on reductions or refunds in premiums at the same rate at
which such compensation was originally paid to Agent. All such refunds shall be paid to Company no later than sixty (60)
days after request for payment is made by Company. Company may offset such amounts against future compensation
owed to Agent by Company.
3.4
Limitations on Payment. Compensation shall be payable as follows:
(a) Compensation shall be payable as long as the policyholder maintains a Policy with Company and Agent remains the
“Agent of Record” as recognized by the policyholder and Company.
(b) If this Agreement is terminated pursuant to Section 8.2(a), any compensation that has been processed through the
commission system as of the date of termination shall be paid to Agent or the executor or administrator of Agent’s
estate. No compensation shall be payable after the date of termination.
(c) If this Agreement is terminated pursuant to Section 8.2(b), any compensation due and payable to Agent on the date of
termination or thereafter shall be paid to the trustee in bankruptcy or to the receiver. No compensation shall be
payable after the date of termination.
(d) If this Agreement is terminated pursuant to Sections 8.2(e), 8.2(f), or 8.2(j), the Agent’s right to any compensation due
and payable from Company shall immediately terminate and the Company’s obligation of payment of compensation to
Agent shall cease.
(e) Agent shall not assign, transfer, promise or pay all of any portion of any compensation, or make or promise any
payment in respect thereof, to any person who is not an employee of Agent.
(f) In the event that an error is made in the calculation and/or payment of compensation under this Agreement, the parties
agree that the correction of the error requiring payments to Agent or recovery of payments from Agent shall be made
retroactively for a maximum of twelve (12) months from the date the error was discovered by Company. This section
shall not limit in any way Company’s right to collect any indebtedness of Agent to Company, through offset of
compensation or otherwise, for reasons other than an error in calculations of payments.
SECTION 4 – RIGHTS RESERVED TO COMPANY
Company reserves the right, in its sole discretion, to do the following:
4.1
Reject Applications. Reject any and all applications submitted by Agent, in a manner consistent with applicable state and
federal law.
4.2
Cancel or Discontinue Policy. Cancel or non-renew any Policy, consistent with applicable state or federal law, by giving
the policyholder written notice thereof. Company shall have the right to discontinue offering certain Policies and/or
products at its sole discretion.
4.3
Filings. Make all Policy and/or product, marketing and rate filings with the applicable department of insurance or regulatory
agency, at Company’s expense.
4.4
Recognition and Appointment. Refuse to appoint any Agent or refuse to recognize an Agent of Record letter from anyone
for any reason.
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SECTION 5 – INDEBTEDNESS
5.1
Indebtedness. Any advance, loan or extension of credit, debt, liability or other obligation of any kind, which Agent secures
from Company shall constitute an indebtedness of Agent to Company.
5.2
Lien. Any indebtedness of Agent to Company is due and payable on demand and shall create a first lien on all
compensation paid or payable from Company in the future to Agent to secure such indebtedness. Any such indebtedness
not fully paid when due shall vest Company with the authority and power to offset such indebtedness against
compensation due Agent and seek all legal and equitable remedies against Agent. Agent shall be responsible for any
costs, including reasonable attorney fees and other collection expenses, incurred by Company in connection with the
recovery from Agent for any indebtedness.
SECTION 6 – ADVERTISING, POLICY FORMS AND SERVICE MARKS
6.1
Materials. Company shall supply promotional materials, applications and all Policy forms and rates to be used in
connection with this Agreement. Agent agrees to use only those materials, applications, forms and rates provided by
Company. Agent shall not alter, modify or amend any promotional materials, applications, Policy forms or rates provided
by Company. Agent shall not publish, distribute or circulate advertising of any character on behalf of Company or Agent (if
it involves Company products) without prior written consent of Company. The term "advertising" shall include all forms of
communication including, but not limited to print, radio, television, billboards, direct mail, booklets, leaflets, business cards
and stationery.
6.2
Service Marks. Each party agrees that it will not, without the prior written consent of the other in each instance:
(a) use in advertising, publicity, or otherwise the name of the other party, or any affiliate or subsidiary of the other, or any
partner or employee of the other, nor any trade name, trademark, trade device, service mark, symbol or any
abbreviation, contraction or simulation thereof owned by the other or its affiliates or subsidiaries,
(b) represent, directly or indirectly, that any product of any service provided by such party has been approved or endorsed
by the other party.
SECTION 7 – ASSIGNMENT
This Agreement will require that performance of personal services be provided by Agent and shall not be assigned or delegated
by Agent without prior written consent of Company. Any assignment of rights or delegation of duties in violation of this section
shall be void.
SECTION 8 – TERMINATION
8.1
Without Cause. Except as otherwise provided, either party hereto may terminate this Agreement without cause by
providing thirty (30) days written notice of termination to the other party.
8.2
For Cause. This Agreement may be terminated by Company for cause without giving prior notice to Agent for any of the
following occurrences:
(a) If Agent is a natural person, the death of Agent;
(b) Commencement of bankruptcy proceedings by Agent, adjudication of bankruptcy, or assignment for the benefits of
creditors by Agent without the prior written consent of Company, or if a receiver is appointed for Agent;
(c) Willful misconduct or gross negligence on the part of the Agent or an intentional material breach of any of the terms of
this Agreement;
(d) Revocation, suspension or expiration of an Agent’s license by any applicable state department of insurance;
(e) Withholding, converting or misappropriating any monies, Policies, receipts or property belonging to Company, or
policyholder or an applicant of insurance;
(f) Commission of a fraudulent, illegal, deceitful or dishonest act as determined by Company, including, but not limited to,
failing to provide truthful, accurate and relevant medical information obtained with respect to an applicant for
insurance;
(g) If Agent is a corporation, the dissolution, sale, transfer, merger, consolidation, or other transfer of control of Agent,
without the prior written consent of Company;
(h) Commission of any act in the conduct of its insurance business that adversely affects Company’s business or
reputation, as determined by Company in its sole discretion;
(i) Threatening or acting in an abusive manner toward Company or any of its employees, agents or representatives,
policyholders or proposed policyholders;
(j) Intentionally or systematically inducing a policyholder to terminate or cancel a Policy or Policies;
(k) Failure to sign the HIPAA Business Associate’s Agreement required by Company;
8.3
8.4
Any such termination shall be effective as of the date indicated in such notice.
Effect. Termination of this Agreement shall not affect any duties, obligations or liabilities incurred prior to termination,
except as otherwise provided in this Agreement. Neither party shall, solely by reason of its rightful termination of this
Agreement, be liable to the other for any damages of any nature.
Action Upon Termination. In the event of any termination of this Agreement, with or without cause, Agent shall, unless
otherwise directed by Company:
(a) immediately cease all marketing activities including soliciting applications for Policies; and
(b) within thirty (30) days after termination of this Agreement, transfer to Company, at Agent’s expense, all property
belonging to Company and all materials, books, accounts, correspondence, and records relating to this Agreement,
including, without limitation, sales brochures and other items bearing any of the Marks and any copies thereof.
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8.5
Non-Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver
or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by either party to,
or waiver of, a breach of the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse
for any other different or subsequent breach of the Agreement.
SECTION 9 – RECORDS
Agent will maintain for at least seven (7) years after this Agreement has terminated, adequate books and records of all
transactions related to the Policies according to prudent business standards of insurance record keeping. Agent shall return or
destroy all protected health information and confidential information at the end of the seven year retention period, upon written
direction from Company. Company may inspect and examine all records and books maintained by Agent, which relate to the
Policies or this Agreement, upon reasonable notice.
SECTION 10 – INDEMNIFICATION
10.1 Agent. Agent shall indemnify, defend and hold Company, its officers, directors, employees and agents, harmless from and
against any and all liability, loss, cost and expense whatsoever, including but not limited to reasonable fees of legal
counsel and costs, that Company, its officers, directors, employees and agents may incur arising out of or related to
Agent’s negligent or intentional actions or inactions.
10.2 Company. Company shall indemnify, defend and hold Agent, its officers, directors, employees and agents, harmless from
and against any and all liability, loss, cost, and expense whatsoever, including but not limited to reasonable fees of legal
counsel and costs, that Agent, its officers, directors, employees and agents may incur arising out of or related to
Company’s negligent or intentional actions or inactions.
SECTION 11 – CONFIDENTIAL AND PROPRIETARY INFORMATION
11.1 Confidential Information. Agent recognizes that in the performance of its obligations under this Agreement, it may be in
possession of member protected health information. Agent is required to enter into a Company approved HIPAA Business
Associate Agreement that describes the rules and restrictions regarding the use or disclosure of member protected health
information.
11.2 Proprietary Information. Agent recognizes that in the performance of its obligations under this Agreement, it may be in
possession of Company’s proprietary information including, but not limited to, trade secrets, financial data, marketing
strategy, and provider data (“Proprietary Information”). Agent agrees that Proprietary Information may not be used or
disclosed by Agent or its employees without the written consent of the owner of the Proprietary Information except as
required by Federal or State law.
11.3 Agent’s Employees. Agent will use its best efforts to ensure that its employees understand the confidential nature of the
information described in this Section and abide by the terms set forth regarding protection of such information.
11.4 Gramm-Leach Bliley Requirements. Agent shall comply with the applicable provisions of the Gramm-Leach-Bliley
Financial Modernization Act of 1999 as amended from time to time and any requirements associated with this Act that may
be enacted by any state in which Agent’s client resides and/or Agent is licensed for the sale of insurance. To the extent
Company discloses nonpublic personal information of any individual to Agent, Agent agrees that Agent will not disclose or
use the information other than to carry out the purposes for which Company disclosed the information to Agent.
SECTION 12 – NOTICES
Any and all notices, and other documents and communications, permitted or required to be given pursuant to this Agreement shall
be deemed duly given
(a) upon actual delivery, if delivery is by hand or courier service; or
(b) upon receipt by the transmitting party of confirmation or answer back if delivery is by facsimile or electronic means; or
(c) upon the third day following delivery into the United States mail if delivery is by registered or certified return receipt
requested mail. Each such notice shall be sent to the respective party at the address indicated on the signature page
of this Agreement or at any other address as the respective party may designate by notice delivered pursuant hereto.
SECTION 13 – CONFLICT OF INTEREST
Agent agrees that its affiliation with Company shall not be used for private or personal advantage. Any situation that may create
or even appear to create a conflict between Agent’s personal interest and the interests of Company must be avoided. In the
event that a possible conflict of interest is realized, Agent agrees to promptly inform Company of such possible conflict.
SECTION 14—COMPLIANCE
14.1 Compliance with Law. Agent hereby agrees that Agent will not violate any laws, rules, or regulation of any federal, state or
local government, department or bureau having jurisdiction over the sale and service of insurance or securities.
14.2 Representations and Warranties. Agent represents that Agent has never been convicted of a state or federal felony crime
that would prohibit or disqualify Agent from participating in the business of insurance. Agent represents and warrants that
prior to solicitation of a Policy application, Agent will be properly licensed and appointed in accordance with Company
policy and in accordance with all state regulations in each state where they solicit insurance.
SECTION 15 – MISCELLANEOUS
15.1 Prior Agreements. This Agreement (including all attachments) supersedes, terminates, and otherwise renders null and
void any and all previous agreements (including previous compensation agreements). Notwithstanding the foregoing, this
Agreement (including all attachments) does not affect any liability, obligation or indebtedness of Agent to Company or any
liens created in connection therewith.
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15.2
15.3
15.4
15.5
15.6
15.7
Severability. If any of the provisions of this Agreement are declared to be unenforceable or invalid, such provisions shall
be severed from this Agreement and the other provisions hereof shall remain in full force and effect.
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio.
Waiver. Failure of Company to insist upon strict compliance by Agent with any of the items or conditions of this Agreement
shall not be construed as a waiver of such terms and conditions with respect to any subsequent default or failure of
performance.
Enforceability. It is agreed that no action, suit, or proceeding at law or in equity shall be brought under this Agreement
unless it is commenced and process is served within three years after any dispute has arisen.
Survival of Obligation. The obligations of the parties under this Agreement that by their nature continue beyond the
expiration of the Agreement, shall survive any termination or cancellation of this Agreement.
Entire Agreement. The provisions of this Agreement constitute the whole and entire agreement between Company and
Agent and may be modified and altered only by mutual agreement, reduced to writing, executed by authorized
representatives, and delivered to each other.
IN WITNESS WHEREOF, Company and Agent have executed this agreement on the later of the dates written below.
Company
Agent
______________________________________________
By: (Signature of Authorized Officer)
________________________________________________
By: (Signature of Owner or Principal)
______________________________________________
(Name Typed or Printed)
________________________________________________
(Name Typed or Printed)
______________________________________________
(Title Typed or Printed)
________________________________________________
(Title Typed or Printed)
______________________________________________
(Date)
________________________________________________
(Date)
________________________________________________
Federal Tax Identification or Social Security Number
Address for Notices:
Nationwide Innovative Solutions
________________________________________________
One Nationwide Plaza 04-06-101
________________________________________________
Columbus, Ohio 43215
________________________________________________
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Amendment B
B u s i n e s s As s o c i a t e Ag re e m e n t
Effective Date: ________________________________
This Business Associate Agreement (this “Agreement”) is between _____________________________________
(“Business
Associate”) located at ________________________________________________________________________
and the
healthcare functions of Nationwide Life Insurance Company and Nationwide Mutual Insurance Company (“Health Plan) located at
One Nationwide Plaza, Columbus, Ohio 43215, for purposes of complying with the federal Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”) and its implementing Privacy, Security, Breach Notification, and Enforcement Rules found at
45 C.F.R. Parts 160 and 164, as may be amended from time to time (the “HIPAA Rules”). This Agreement supplements and is
made a part of the Agreement between Business Associate and the Health Plan to provide services to the Health Plan (the
“Original Agreement”).
I.
Definitions. For purposes of this Agreement, the terms below shall have the meanings given to them in this Section.
The terms used in the Agreement that are not otherwise defined shall have the meaning assigned to those terms in
HIPAA, including its statute, regulations, and other official government guidance. To the extent HIPAA or a regulation is
amended, this Agreement shall be modified automatically with regard to the Agreement’s defined terms and undefined
terms to correspond to the meaning of the terms as defined in HIPAA and/or applicable regulations.
A. Breach Notification Rule shall mean the regulations and applicable subparts found at 45 C.F.R. Part 164.
B. Breach of Unsecured PHI shall have the meaning given to the terms “Breach” and “Unsecured Protected
Health Information” at 45 C.F.R. § 164.402.
C. Business Associate shall have the same meaning as the term “business associate” at 45 C.F.R. 160.103, and
in reference to the party to this Agreement, shall mean _______________________________(Business
Associate).
D. Covered entity shall have the same meaning as the term “covered entity” at 45 C.F.R. 160.103, and in
reference to the party to this Agreement, shall mean the Health Plan.
E. Data Aggregation shall have the meaning given to that term at 45 C.F.R. § 164.501.
F. Electronic Transactions Rule shall mean the final regulations issued by HHS concerning standard
transactions and code sets under 45 C.F.R. Parts 160 and 162.
G. Electronic PHI shall have the meaning given to that term at 45 C.F.R. § 160.103.
H. HHS shall mean the U.S. Department of Health and Human Services.
I. HIPAA Privacy Rule shall mean the regulations and applicable subparts found at 45 C.F.R. Parts 160 and 164,
as may be amended from time to time.
J. HIPAA Security Rule shall mean the regulations and applicable subparts found at 45 C.F.R. Parts 160 and
164, as may be amended from time to time.
K. Protected Health Information (“PHI”) shall have the same meaning given such term in 45 C.F.R. § 160.103
and is limited to information created, received, maintained, or transmitted by Business Associate from or on
behalf of the Health Plan pursuant to this Agreement.
L. Required by Law have the meaning given to that term at 45 C.F.R. § 160.103.
M. Security Incident shall have the meaning given to that term at 45 C.F.R. § 164.304. For the avoidance of
doubt, “material Security Incident” shall not include any pings, port scans or other routine, non-material attempts
at accessing Business Associate’s systems that in Business Associate’s reasonable determination do not
compromise the security or privacy of the Health Plan’s PHI.
II.
Privacy and Security of Protected Health Information.
A. Permitted Use and Disclosures. Business Associate is permitted to use and disclose PHI only as set forth below:
1 . Except as otherwise provided in this Agreement, Business Associate may create, maintain, receive, transmit,
store, use or disclose PHI as reasonably necessary to carry out its duties under the Agreement, or to provide
services described in the Original Agreement, or as Required by Law.
2 . In connection with its performance of services under the Original Agreement, Business Associate shall make
reasonable efforts to use, disclose, and request of Health Plan only the minimum amount of PHI reasonably
necessary to accomplish the intended purpose of the use, disclosure, or request. Business Associate agrees to
comply with HIPAA minimum necessary requirements at 45 C.F.R. § 164.502(b), as may be amended from
time to time.
3. Except as otherwise limited by this Agreement, Business Associate may also:
a. Use PHI in its possession for the proper management and administration of Business Associate or to carry
out its legal responsibilities.
b. Disclose PHI in its possession for the proper management and administration of Business Associate or to
carry out its legal responsibilities, provided that (i) such disclosures are Required by Law; or (ii) Business
Associate obtains in writing and prior to making any disclosure to a third party (a) reasonable assurances
from such third party that PHI will be held confidential as provided under this Agreement and used or
further disclosed only as Required by Law or for the purpose for which it was disclosed to such third party;
and (b) an agreement from such third party to promptly notify Business Associate of potential breaches of
the confidentiality of PHI or Breach of Unsecured PHI.
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4.
B.
C.
D.
E.
F.
G.
H.
III.
IV.
Except as otherwise limited by this Agreement, Business Associate may perform Data Aggregation services
relating to the health care operation for Health Plan to the extent such services are required in the Original
Agreement.
5. Business Associate shall not be allowed to use PHI to create de-identified PHI and shall not be allowed to
disclose de-identified PHI, unless for the benefit of the Health Plan and unless expressly allowed by the Original
Agreement.
Prohibition on Unauthorized Use or Disclosure. Business Associate shall not use or disclose PHI in a manner
other than as provided in the Agreement or as Required by Law. Business Associate will not use or disclose PHI in
a manner that would violate applicable laws or regulations, including without limitation Subpart E of 45 C.F.R. Part
164, if such use or disclosure were to be done by Health Plan.
Prohibition on Use or Disclosure of Genetic Information. Business Associate shall not use or disclose Genetic
Information for underwriting purposes in violation of the HIPAA Rules.
Prohibition on Sale of PHI. Business Associate agrees to comply with 45 C.F.R. § 164.502 and agrees not to sell
PHI, Limited Data Sets or De-identified PHI to any third party.
Marketing and Fundraising. Business Associate agrees to comply with the HIPAA Rules applicable to covered
entities regarding marketing and fundraising, including any opt-out, notice and authorization requirements.
Information Safeguards.
1. Privacy of PHI. Business Associate will develop, implement, maintain, and use appropriate administrative,
technical, and physical safeguards to protect the privacy of PHI. The safeguards must reasonably protect PHI
from any intentional or unintentional use or disclosure in violation of the HIPAA Privacy Rule and limit incidental
uses or disclosures made pursuant to use or disclosure otherwise permitted by this Agreement. Business
Associate agrees to provide Health Plan with information concerning such safeguards, as the Health Plan may
from time to time reasonably request. To the extent the parties agree that Business Associate will carry out
directly one or more of Health Plan’s obligations under the HIPAA Privacy Rule, Business Associate will comply
with the requirements of the HIPAA Privacy Rule that apply to the Health Plan in the performance of such
obligations.
2. Security of Health Plan’s Electronic PHI. Business Associate will comply with the HIPAA Security Rule and
will use appropriate administrative, technical, and physical safeguards that reasonably and appropriately protect
the confidentiality, integrity, and availability of Electronic PHI that Business Associate creates, receives,
maintains, or transmits on Health Plan’s behalf.
3. No Transfer of PHI Outside the United States. Business Associate will not transfer PHI outside of the United
States without the prior written consent of the Health Plan. In this context, a “transfer” outside the United States
occurs if Business Associate’s workforce members, agents, or subcontractors physically located outside the
United States are about to access, use, or disclose PHI.
Agreements with Agents or Subcontractors. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and §
164.308(b)(2), Business Associate shall ensure that any of its agents or subcontractors to whom it provides PHI
under this Agreement agree in writing to comply with the provisions of the HIPAA Security Rule; to appropriately
safeguard PHI created, received, maintained, or transmitted on behalf of the Business Associate; and to apply the
same restrictions, conditions, and requirements that apply to the Business Associate with respect to such PHI prior
to use or disclosure of PHI to such agent or subcontractor.
Penalties for Noncompliance. Business Associate acknowledges that it is subject to civil and criminal enforcement
for failure to comply with the HIPAA Privacy Rule, Security Rule and Breach Notification Rule, to the extent provided
by the HIPAA Enforcement Rule.
Compliance with Electronic Transactions Rules. If Business Associate conducts in whole or part electronic
Transactions on behalf of Health Plan for which HHS has established standards, the Business Associate will comply,
and will require any subcontractor it involves with the conduct of such Transactions to comply, with each applicable
requirement of the Electronic Transactions Rule and of any operating rules adopted by HHS with respect to
Transactions.
Individual Rights.
A. Access to Records by the Subject of the Records. Upon Health Plan’s written request, and in a reasonable time
and manner, Business Associate agrees to provide to Health Plan such PHI maintained by Business Associate in a
Designated Record Set for Health Plan to respond to a request for access under 45 C.F.R. § 164.524. Business
Associate agrees that if it maintains PHI in an Electronic Health Record, it shall provide such access in electronic
format if so requested by Health Plan, to the extent required by and in accordance with HIPAA.
B. Amendment of PHI. Business Associate will, upon receipt of written notice from Health Plan, promptly amend any
portion of an individual’s PHI maintained by it in a Designated Record Set so that Health Plan may meet its
amendment obligations under 45 C.F.R. § 164.526. In the event any individual (or individual’s personal
representative) requests that Business Associate amend such individual’s PHI in a Designated Record Set,
Business Associate shall forward such request to Health Plan within three (3) business days of receipt. Any
amendment of, or decision not to amend, the PHI as requested by the individual shall be determined by Health Plan,
unless amendment response is delegated to Business Associate by the terms of the Original Agreement.
C. Accounting of Disclosures. Business Associate agrees to document such disclosures of PHI made by it and
information related to such disclosures as would be required for Health Plan to respond to a request by an
individual for an accounting of disclosures of PHI under 45 C.F.R. § 164.528. Upon written request by Health
Plan, and in a reasonable time, manner and format (including an electronic copy), Business Associate
agrees to provide to Health Plan the following information:
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1.
2.
3.
4.
5.
D.
E.
The date of the disclosure.
The name and, if known, the address of the recipient of the PHI.
A copy of the request for disclosure, accompanied by any necessary consents or authorizations.
A brief description of the PHI disclosed.
A statement that would reasonably inform Health Plan of the purpose of the disclosure.
In the event an individual delivers a request for an accounting directly to Business Associate, Business Associate
shall within three (3) business days forward such request to Health Plan. Health Plan shall receive request and shall
determine the manner for preparing and delivering any accounting requested, unless response to requests for
accounting of disclosures is delegated to Business Associate in the Original Agreement.
Restriction Agreements and Confidential Communications. Health Plan shall notify Business Associate of any
limitations in the notice of privacy practices of Health Plan under 45 C.F.R. § 164.520, to the extent that such
limitation may affect Business Associate’s use or disclosure of PHI. Business Associate will comply with any notice
from Health Plan to (1) restrict use of disclosure of PHI pursuant to 45 C.F.R. § 164.522(a), or (2) provide for
confidential communications of PHI pursuant to 45 C.F.R. § 164.522(b), provided that Health Plan notifies Business
Associate in writing of the restriction or confidential communications obligations that Business Associate must
follow. Health Plan will promptly notify Business Associate in writing of the termination of any such restriction or
confidential communications requirement and, with respect to termination of any such restriction, instruct Business
Associate whether any of the PHI will remain subject to the terms of the restriction agreement.
Availability of Books and Records. Business Associate shall make its internal practices, books, and records
relating to uses and disclosures of PHI available to the Secretary of HHS for purposes of determining compliance
with this Agreement and the HIPAA Rules.
V.
Breaches and Security Incidents
A. Reasonable Diligence. Business Associate agrees that it shall exercise reasonable diligence to detect a Breach of
Unsecured PHI, and provide training and procedures through which its employees, agents and representative are
encouraged to detect and report any Breach of Unsecured PHI to Business Associate.
B. Breach of Unsecured PHI. Business Associate will report to Health Plan any potential Breach of Unsecured PHI
without unreasonable delay, but no case more than fifteen (15) calendar days, after discovery of such potential
Breach. Business Associate agrees to provide such report in the manner and with the content required by 45 C.F.R.
§ 164.410. Business Associate agrees that it shall be the sole decision of Health Plan to correspond with or notify
individuals regarding potential or actual Breaches of Unsecured PHI, unless Health Plan directs Business Associate
to make such correspondences or notices. Health Plan reserves the right to direct Business Associate to notify
individuals, at Business Associate’s expense, of a Breach of Unsecured PHI that occurs as the result of Business
Associate’s actions or omissions.
C. Impermissible Use/Disclosure and Security Incidents. Business Associate will report to Health Plan (i) any use
or disclosure of PHI not permitted by this Agreement of which Business Associate becomes aware and (ii) any
material Security Incident of which Business Associate becomes aware in accordance with 45 C.F.R. §
164.314(a)(2)(C). Such report will be made without unreasonable delay, but in no case shall be provided more than
fifteen (15) calendar days after Business Associate discovers such non-permitted use or disclosure.
D. Mitigation of Disclosures of PHI. Business Associate shall mitigate, to the greatest extent practicable, any harmful
effect that is known to Business Associate of any use or disclosure of PHI by Business Associate or its agents or
subcontractors in violation of the requirements of this Agreement.
VI.
Term and Termination
A. Term. This Agreement shall be effective as of the date set forth below and shall run concurrently with the Original
Agreement, unless this Agreement is terminated earlier due to the violation of a material term as provide for in
Section B below.
B. Right to Terminate for Cause. Health Plan may immediately terminate this Agreement and the Original Agreement
if it determines, in its sole discretion, that Business Associate has violated a material term of this Agreement, and
after written notice to Business Associate of the violation, Business Associate has failed to cure the violation within
30 calendar days after receipt of the notice. Any such termination will be effective immediately or at such other date
specified in Health Plan’s notice of termination.
C. Treatment of PHI on Termination. Upon termination of this Agreement for any reason, all PHI maintained by
Business Associate shall be destroyed or returned to Health Plan (or other party upon Health Plan’s direction) by
Business Associate in the manner and format required by Health Plan at no additional cost to Health Plan. Business
Associate shall not retain any copies of such information, unless instructed by Health Plan or required by the
Original Agreement. This provision shall also apply to PHI in the possession of Business Associate’s agents and
subcontractors. If return of the PHI is not feasible, Business Associate shall furnish Health Plan notification in writing
of the conditions that make return infeasible. Upon sole determination by Health Plan that return or destruction of
the PHI is infeasible, Business Associate agrees to extend the protections of this Agreement and rights/obligations
under this Agreement at no additional cost for as long as Business Associate retains such information and agrees to
limit further uses and disclosures. This Section shall survive any termination of this Agreement.
VII.
Indemnity
In addition to any indemnification provision in the Original Agreement, the parties shall indemnify, defend, and hold the
other harmless, as well as their respective officers, directors, employees, agents, attorneys, affiliates, and subsidiaries,
and their successors and assigns, from any loss, claim, damage, cost, or expense, including but not limited to
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reasonable attorney’s fees and costs, that arise out or are result from any allegation of uses and/or disclosures of PHI in
violation of 45 C.F.R. parts 160 and 164 arising from an alleged use or disclosure of PHI by the other party or its agents
or subcontractors.
The indemnifying party obligations under this Section are conditioned upon the following:
A. The indemnified party giving the indemnifying party prompt written notice of any claim, action, suit, or proceeding for
which the indemnified party is seeking indemnity;
B. The indemnified party granting control of the defense to the indemnifying party; and
C. The indemnified party reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
VIII.
General Provisions.
A. Amendment to Agreement. This Agreement may be amended only by written instrument signed by the parties. In
case of a change in applicable law, the parties agree to negotiate in good faith to adopt such amendments as are
necessary to comply with the change in law.
B. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original. Facsimile or Portable Document Format (PDF) copies shall be deemed to be originals.
C. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject
matter and constitutes and supersedes all prior agreements, representations and understandings of the parties,
written or oral, with regard to this same subject matter.
D. Interpretation. Any ambiguity in the Agreement shall be resolved to permit Health Plan and Business Associate to
comply with the applicable requirements under the HIPAA Rules.
E. Notices. All notices to be given pursuant to the terms of this Agreement shall be done as provided for in the Original
Agreement. Notwithstanding the forgoing, Business Associate may provide notices required under Section V
(Breaches and Security Incidents) by emailing Health Plan at [email protected].
F. No Agency Relationship. Parties expressly agree and assert that no agency relationship is created by this
Agreement or the Original Agreement with regard to Business Associate’s HIPAA obligations. Parties agree that
each individual Party shall maintain its own independent HIPAA compliance obligations. Parties will be providing
their services as separate legal entities and independent contractors.
G. No third-party beneficiaries. Nothing in this Agreement shall be construed as creating any rights or benefits to any
third parties.
H. Regulatory References. A reference in this Agreement to a section in HIPAA shall mean a reference to the
provision as in effect or as amended.
I. Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain n full force and effect.
IN WITNESS WHEREOF, Business Associate and the Health Plan have executed this Agreement as of the Effective Date.
Nationwide Life Insurance Company
Nationwide Mutual Insurance Company
BY:
BY:
NAME:
NAME:
TITLE:
TITLE:
DATE:
DATE:
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Commission Schedule
Nationwide Employee Benefits
Effective Date: January 1, 2014
(updated 3/1/2015)
The following terms and conditions, including any defined commission rates and other terms applicable to the sale of the
Authorized Products listed herein (The Commission Schedule) is attached and hereby incorporated into the Agency Agreement
(the “Agreement”), and is subject to all the terms and conditions contained in the Agreement. Termination of the Agreement
automatically terminates the Commission Schedule.
Authorized Products may not be available in all states. Please contact your field management for approvals in your
state.
Group Products with 2-9 Employees
Life*
Flat 15%
Dental
Flat 10%
Group Products with 10 or more Employees
Annualized Earned
Life*
Dental
Premium
First $5,000
15.0%
10.0%
Next $5,000
10.0%
7.5%
Next $5,000
10.0%
7.5%
Next $5,000
10.0%
7.5%
Next $5,000
7.5%
5.0%
Next $5,000
7.5%
5.0%
Next $20,000
5.0%
2.5%
Next $50,000
2.5%
2.5%
Next $50,000
1.0%
1.0%
Next $50,000
.5%
1.0%
Over $200,000
.5%
.5%
Or –
Flat 10%
Flat 10%
All premiums**
STD
Flat 10%
LTD
Flat 15%
Vision
Flat 10%
STD
LTD
Vision
10.0%
10.0%
10.0%
10.0%
7.5%
5.0%
2.5%
1.0%
.5%
.5%
.5%
15.0%
15.0%
15.0%
10.0%
10.0%
5.0%
5.0%
1.0%
1.0%
1.0%
.5%
10.0%
7.5%
7.5%
7.5%
5.0%
5.0%
2.5%
2.5%
1.0%
1.0%
.5%
Flat 10%
Flat 10%
Flat 10%
Cashback Products – All Group Sizes
Accident
Flat 15%
Voluntary Products – All Group Sizes
Life*
Flat 15%
Dental
Flat 10%
Hospital
Flat 15%
STD
Flat 15%
LTD
Flat 15%
Vision
Flat 10%
Farm & Ranch Product – Effective March 1, 2015
Life* & STD Product
Flat 12%
benefitsSM (Web and Call Center Products)
Flat 5%
* Life includes Life, AD&D and Dependent Life.
** Tiered schedule is standard. Flat commission schedule must be requested at time of quoting.
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This is intended to be a summary of Nationwide Employee Benefits Commission schedule, for new business effective January 1,
2014. Policies with an effective date prior to January 1, 2014 shall be subject to the commissions in effect when such
policies/plans were effective. The commission rates shown above are for new and renewal premium, for all policy years. The
schedule resets at the beginning of each policy year. Nationwide shall, at its sole discretion, make all rules and determinations
regarding these programs, and reserves the right to change or discontinue these programs at any time without prior notice.
Any deviation from the standard commission schedule above requires Sales and Underwriting approval and must be done at the
time of quote. Any deviation may require a special single case agreement to be signed by the Agency.
No compensation shall be payable, and Nationwide may chargeback, any compensation that may have been paid in any of the
following situations:
• Nationwide, in its good faith discretion, determines not to issue the Contract applied for;
• Nationwide refunds the premiums paid as a result of a complaint by the policy holder;
• Nationwide determines that any person soliciting an application was required to be licensed or appointed and was
not;
• Nationwide determines that any other person or entity receiving compensation for soliciting application or premiums
is not or was not duly licensed and/or appointed as an insurance agent;
• If Nationwide determines at any time that the applicant did not meet applicable underwriting standards.
All chargebacks may be applied against current and future compensation payable to the Agency.
No compensation shall become due and payable until the premiums upon which such compensation is based are paid.
Commissions shall not be paid on fees collected including billing fees, late fees, reinstatement fees or other fees charged by
Nationwide periodically.
Commissions are paid monthly by direct deposit. If bank information is not provided or a deposit is rejected for any reason,
commissions will be held until the time deposit information is provided or until year-end when a check will be issued.
Nationwide may periodically request proof of current license or proof of Errors and Omissions coverage. Compensation may be
held if requested information is not received.
In the event that an error is made in the calculation and/or payment of compensation under this Agreement, the parties agree that
the correction of the error requiring payments to Agency or recovery of payments from Agency shall be made retroactively for a
maximum of twelve (12) months from the date the error was discovered by Nationwide.
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