Terms of Agreement
WHEREAS REFERRING BROKER desires to place certain business (“Referred Accounts”) through AFFLUENCE and AFFLUENCE may desire, in its sole discretion, to take on such business from REFERRING BROKER.
Now, therefore, AFFLUENCE and REFERRING BROKER agree to be bound by the following terms and conditions with respect to such business:
REFERRING BROKER and AFFLUENCE are independent contractors and this agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between REFERRING BROKER and AFFLUENCE. Nothing in this agreement shall be construed to imply an employer-employee relationship between REFERRING BROKER and AFFLUENCE. REFERRING BROKER shall have no authority to bind, represent or obligate AFFLUENCE in any manner.
REFERRING BROKER agrees to comply with all applicable laws and regulations including, but not limited to, laws and regulations relating to insurance licensing, maintenance of proper business records and privacy rights of policyholders, consumers and insured customers.
REFERRING BROKER warrants that it is properly licensed to transact the insurance business pursuant to this agreement and that it will maintain such license(s) throughout the duration of this agreement. REFERRING BROKER agrees to provide evidence of such license(s) by attaching a copy to this agreement and as may be further requested by AFFLUENCE.
AFFLUENCE agrees to pay REFERRING BROKER a marketing fee based upon earned premium commissions for Referred Accounts (see attached Marketing Fee schedule). AFFLUENCE agrees to distribute to REFERRING BROKER marketing fees within (30) days after the end of the month in which any such commission monies are received by AFFLUENCE, subject to REFERRING BROKER’s agreement to ratably return such commission monies to AFFLUENCE for any cancellations or endorsements resulting in premium refunds. AFFLUENCE may amend the Marketing Fee schedule upon sixty (60) days written notice to REFERRING BROKER, for any reason whatsoever.
REFERRING BROKER agrees to indemnify and hold harmless AFFLUENCE and its officers, directors, employees, affiliated companies and agents from and against any and all claims, damages and/or liabilities, including reasonable attorney’s fees, costs or other expenses incurred by AFFLUENCE arising from any acts, errors or omissions by REFERRING BROKER in relation to business placed pursuant to this agreement or any breach of this agreement by REFERRING BROKER.
AFFLUENCE agrees to indemnify and hold harmless REFERRING BROKER and its officers, directors employees, affiliated companies and agents from and against any and all claims, damages and/or liabilities, including reasonable attorney’s fees, costs or other expenses incurred by REFERRING BROKER arising from any acts, errors, or omissions by AFFLUENCE in relationship to business placed pursuant to this agreement or any breach of this agreement by AFFLUENCE.
This agreement may be terminated by either party upon sixty (60) days written notice of termination to the other, for any reason whatsoever. Furthermore, AFFLUENCE may also terminate this agreement immediately for cause or upon REFERRING BROKER’s breach of this agreement. Termination, however, will not affect the rights and duties of the parties which are meant to survive this agreement.
REFERRING BROKER agrees to maintain, at its sole expense, an errors and omissions liability insurance policy coverage that is subject to the satisfaction and approval of AFFLUENCE. REFERRING BROKER further agrees to provide AFFLUENCE with a certificate of insurance evidencing such coverage and to maintain such coverage at all times while this agreement is in effect.
This agreement represents the entire understanding between the parties with regards to the matters addressed herein and supersedes all of the previous and contemporaneous discussions, representation, understanding and agreements between the parties with respect to said subject matter. Except for the renewal of this agreement, the terms and conditions expressed herein shall not be altered except in writing, signed by an authorized officer of AFFLUENCE and an authorized officer of REFERRING BROKER.
This agreement is not assignable by REFERRING BROKER. REFERRING BROKER may not assign nor delegate any of its rights, interests, or obligations under this agreement without the express prior written consent of AFFLUENCE.
The failure of AFFLUENCE to enforce any provision of this agreement shall not constitute a waiver by AFFLUENCE of any such provision or any other provision in this agreement. The past waiver of a provision by AFFLUENCE shall not constitute a course of conduct or a waiver in the future of that same provision or any other provision in this agreement.
If any provision hereof shall be held to be invalid or unenforceable, such legal defect shall not affect any other provision of this agreement which shall be interpreted to the fullest permissible extent.
This agreement shall be governed by the laws of the State of Illinois, without giving effect to its conflict of law rules and any legal proceeding in connection with this agreement shall be brought only in a court of competent jurisdiction in the state of Illinois.