Memorial Hermann Health Insurance Company Agency Agreement

Memorial Hermann HealthInsurance CompanyAgency AgreementThis Agreement is made and effective the day of 20 , by andbetween Memorial Hermann Health Insurance Company (“Company”), 929 Gessner, Suite1500, Houston, Texas 77024, and _____________________ withoffice(s) located at________________ ___(“Agency”).Whereas, Company offers various Insurance products for sale to the public; andWhereas, Agency is duly licensed and authorized to lawfully market and distribute certainof these products, as set forth herein;Now, therefore, the parties agree as follows:1. Term:If executed, this Agreement shall be effective beginning on the date shown above, and remainin force until terminated as provided for in section 11 below.2. Appointment:Company hereby appoints Agency to sell only the products listed in Exhibit 1 (hereinafter“Products”). No exclusive rights are granted to Agency. Agency accepts this appointment asan independent contractor, on the terms herein.3. Authority and Responsibility of Agency:a. Agency shall use best efforts to solicit from members of the generalpublic, applications for Individual Medical Insurance and Small and Large GroupInsurance coverage identified in the Commission Schedule set forth in Exhibit 2.Agency is only authorized to solicit, and this Agreement only applies to, businessidentified in the Commission Schedule.b. Agency will service Company insurers issued through applications submitted byAgency or assigned to Agency by Company. Such service will include but not belimited to, the following:i. Assisting the insured to take the proper action in connection with any Companycoverage when there is a change of address, change in marital status orchange in dependent status.ii.iii.Assisting a family member or dependent to obtain other coverage when he orshe is no longer entitled to coverage as a family member, e.g., when adependent child reaches the limiting age, or upon a divorce or dissolution ofmarriage.Maintaining a working and current knowledge of Company Products and theability to explain the benefits and or coverages.

c. Agency agrees to comply with the rules of Company relating to the completionand submission of applications, and to make no representation with respect tothe benefits of any plan offered by Company not in conformity with the materialprepared and furnished to Agency for that purpose by Company. Agency shall usebest efforts to ensure that each application is fully and truthfully completed by theapplicant and the completed application fully and accurately reflects and disclosesthe circumstances, including the health condition, of persons for whom coverage issought in the application for coverage. Agency further agrees to inform everyapplicant that Company will rely upon said health representations in theunderwriting process; the subsequent Company discovery of material facts known toapplicant and either not disclosed or misrepresented on the health statement mayresult in the rescission or premium re-rating of any contract entered into by anyCompany; in no event, will the applicant have any coverage unless and until it isreviewed and approved by Company and a contract is issued; and Company mayrequire a written waiver or a higher premium.d. Agency agrees to maintain such license(s) as is necessary to transact businesson behalf of Company. Agency further agrees to notify Company immediately of anyexpiration, termination, suspension or other action by the Department of Insurance,or any other governmental agency affecting said license(s). By entering into thisAgreement, Agency represents that the license(s) of Agency has not previouslybeen subject to suspension, termination or other disciplinary action by anygovernmental authority. By entering into this Agreement, Agency represents thatAgency has never been convicted of a felony or a misdemeanor involving fraud,dishonesty, breach of trust, theft, misappropriation of money, or breach of anyfiduciary duty. Agency further agrees to notify Company in writing immediately uponreceiving notice of any misdemeanor or felony charges or any actions including butnot limited to convictions by any governmental agency for commission of any actinvolving fraud, dishonesty, breach of trust, theft, misappropriation of money, orbreach of any fiduciary duty.e. Agency agrees to:i. Document each transaction and maintain any other documentation reasonablyrequested by Company;ii.iii.iv.Perform in good faith each authorized action hereunder in accordance withCompany’s administrative procedures;Obtain and maintain Errors and Omissions Insurance in force as may berequired by law or as requested by Company in an amount satisfactory toCompany and from a carrier satisfactory to Company and proof of which willbe supplied to Company upon request. The obtaining and maintenance of suchcoverage shall be a material requirement of this Agreement; andCooperate with Company as required to provide service for the Productspursuant to this Agreement.f. No variation of the authority and responsibility granted under this section shall bepermitted except with Company’s written consent. No other greater authority shall beimplied from the grant or denial of powers specifically mentioned in this Agreement.

g. Agency agrees that Company has the right to discontinue, to modify, or exerciseall lawful rights in connection with any Products or programs without liability toAgency.4. Prohibitions:Agency has no authority to, and shall not:a. Make any promise or incur any debt on behalf of Company;b. Hold itself out as an employee of Company;c. Add, alter, waive or discharge any provision(s) of the Products;d. Waive any forfeiture, extend the time of making any payments, or alter or substitutethe Company’s forms;e. Unless permitted by applicable law, pay or allow to be paid to any customer aninducement not specified in the policy or contract for the Products;f. Give or offer to give, on Company’s behalf, any advice or opinion regarding thetaxation of any customer’s income or estate in connection with the purchase of anyProduct; org. Take any action beyond the scope of the authority granted under this Agreement.5. Representation and Warranties:Agency represents and warrants that it and each person or entity to whom it payscommissions will have sound business reputations and backgrounds, will be duly licensed andappointed to represent Company in compliance with all applicable laws and regulations prior toand during the sale of any Products pursuant to this Agreement, and will comply with Company’sapplicable procedures, manuals and regulations, and all applicable laws and regulations. Agencyrepresents and warrants that it has full power and authority to enter into this Agreement and toperform its obligations hereunder.6. Premiums and Other Monies:Agency shall be responsible to Company for all monies received for or on behalf of Companyand will immediately turn over to Company all such monies received no later than five (5)calendar days from the date of receipt. Agency shall deposit with Company, together with theapplications, the premiums in full on all applications for insurance. Premiums due, subsequent tofirst regular premiums, shall be payable directly to Company at its home office. Funds receivedby Agency for or on behalf of Company shall be received and held by Agency in a fiduciarycapacity, shall be separately accounted for to Company, shall not be commingled by Agencywith personal funds of Agency or other business accounts managed/owned by Agency,including premium accounts maintained by Agency for other companies.

7. Commissions:a. Company shall pay Agency commissions, set forth in Exhibit 2, for each premiumpayment received and accepted by Company on a policy issued pursuant to anapplication submitted by the Agency under this Agreement. Agency shall not beentitled to any other compensation, remuneration or benefits of any nature fromCompany for services rendered other than set forth in Exhibit 2.b. If Company returns the premium on a policy or portion of such premium for any reasonor if a policy terminates or is canceled for any reason, Agency shall repay Company ondemand the amount of all unearned commission received by Agency on account ofsuch cancellation or termination. Agency shall be liable to Company for any unearnedcommissions paid to Agency for returned premiums on canceled, surrendered orterminated policies.c. Agency agrees that to the extent of any indebtedness of Agency to Company,Company shall have a first lien against any commissions due Agency. Further,Company may at any time offset any commissions, fees or bonuses accrued or toaccrue to Agency against any debt or debts due Company from Agency.d. The commissions payable to Agency, set forth in Exhibit 2, shall be payable during theterm of this agreement and after its termination, provided the contracts on whichsuch commissions are payable remain in force. No further commissions shall bepayable to Agency should Company terminate this Agreement for cause under section11.e. This section shall survive termination of this Agreement.8. Pol icyholder Authorization:No commissions shall be payable for a policy issued if the Agency does not have thepolicyholder’s permission to serve its interests.9. Approval of Advertising:Agency must obtain Company’s prior written approval of the form and content of any proposedadvertising, promotional material, circular, marketing or any material in any media or in any formcontaining references to the name(s), logo(s), trademark(s), or product(s) of Company of itsaffiliates prior to the distribution or use of such material in any manner whatsoever. Agencyshall hold harmless and indemnify Company and/or its affiliates in the event of suit orregulatory action brought as a result of the dissemination or publication of any such material notso approved.10. Confidentiality and Protected Health Information:a. Agency and Company each agree that all information communicated to it by the other,whether before the effective date or during the term of this Agreement, shall bereceived in strict confidence, shall be used only for the purposes of this Agreementand that no such information shall be disclosed by the recipient party, its agents oremployees without the prior written consent of the other party. Each party hereto

agrees to take all reasonable precautions to prevent the disclosure to outside partiesof such information including, without limitation, the terms of this Agreement. Uponthe termination of this Agreement, or sooner if requested by Company, Agencywill immediately deliver to Company any and all information communicated toit, compiled or coming into Agency’s knowledge, possession, custody or control inconnection with his activities as a sales agent or sales representative of Company,as well as all machines, parts, equipment and other materials received by Agencyfrom Company or from any of its customers, agents or suppliers in connection withsuch activities.b. Agency also acknowledges that the provisions of the Health Insurance Portabilityand Accountability Act of 1996, Pub. L. No. 104-191 (“HIPAA”), and theHealth Information Technology for Economic and Clinical Health Act set forth in TitleXIII of the American Recovery and Reinvestment Act of 2009, Pub. L. No. 111-5(“HITECH Act”), apply to any protected health information that Agency mayreceive from Company pursuant to this Agreement. Agency further acknowledgesthat it will be acting as a business associate of Company with respect to suchinformation and shall execute a Business Associate Agreement contemporaneouslywith this Agreement upon request.11. Termination:a. Agency’s appointment and this Agreement may be terminated by Companywithout cause upon thirty (30) days written notice. This Agreement shall terminateimmediately upon the date of the Agency's bankruptcy, or insolvency, or, in the eventthe Agency is a corporation or partnership, upon the dissolution thereof, or upon thetermination or nonrenewal of the Agency’s license to represent Company. Withoutnotice this Agreement shall immediately terminate for cause if the Agency:i. Fails to comply with or commits any material violation of any provision of thisAgreement or any other agreement with Company, provided that Agency will beallowed five (5) business days in which to cure the breach before suchtermination is effective;ii.Suffers some other financial impairment which may affect Agency’sperformance of this Agreement;iii. Through its employees or representatives, commits any act of fraud ormalfeasance, violates any law or regulation regarding the sale of Company’sproducts or fails to comply with any court or administrative agency order;iv.Induces or attempts to induce any insured of Company to surrender or lapseany Contract with Company or to reduce or discontinue any premium paymentsto it; provided Agency will be allowed two (2) business days to cure suchactivity before termination is effective;v. Withholds, converts, or fails to account for and remit promptly any monies,funds, Contracts, or other property belonging to or returnable to Company;

vi.vii.Induces or attempts to induce any agent, employee or representative ofCompany to terminate his/her relationship with Company; provided Agencywill be allowed two (2) business days to cure such activity before terminationis effective;Commits any act injurious to Company or its policyholders, including, but notlimited to bad faith acts such as poor field underwriting;viii. Threatens or acts in an abusive manner toward Company or any of itsemployees;ix.Forfeits its license to write insurance in any State by reason of actioncommenced against the General Agency by the Insurance Department ofthat State, whether as part of a revocation of such license or in an effort tocompromise or settle such proceedings;x. Fails to notify Company of any change in address within one year; orxi.Purports to act, or represents that it is entitled to act in any way on behalfof Company without authority of Company;b. If this Agreement is terminated for cause as provided in this section or if thisAgreement is terminated without cause but Company later discovers that during theAgency's association with Company or afterwards that the Agency has committed anyof the acts described in this section then the Agency shall forfeit to Company all right,title and interest in any compensation due the Agency under this Agreement. Theright of Company to declare a complete forfeiture of any and all compensationand/or to terminate this Agreement for cause, as provided herein, shall not beconstrued to prelude Company’s seeking and obtaining injunctive relief or pursuingother remedies available to Company, by law or in equity, for such breach orthreatened breach, including, but not limited to, recovery of damages. A failure toterminate this Agreement for cause shall not be a waiver of the right to do so withrespect to any future default.c. This section shall survive termination of this Agreement.12. Effect of Termination:a. Upon termination of this Agreement, Agency agrees to immediately ceasethe distribution and use of all advertising materials and campaigns, sales literature,consumer-oriented information, solicitation letters, and any and all promotionalmaterials or correspondence regarding Company Products in any media or in anyform that bears the name, logo or other identifying material of Company. Agencyshall immediately pay all sums due Company, including, but not limited to, unearnedcommissions due Company under section 7, and deliver to Company or itsrepresentative all records relating to the business produced under this Agreement.Failure to return Company’s property may result in a charge against the Agency forthe cost of such items to Company.

. Agency understands that it has no rights under this section as to any businessassigned to another agent.13. Records and Accounts:Agency shall hold and preserve as property of Company including all books of account,documents, receipts, vouchers, files, certificates, literature, policies, applications, policyholderlists, correspondence and records of any kind which at any time come into Agency’spossession or under its control relating to transactions for or by Company. During theterm of this Agreement, upon request of Company and at Company’s expense, Agency shallopen these records to examination by Company upon reasonable notice to Agency. Upontermination of this Agreement, Agency shall surrender the original records, together with anyother property of Company in its possession to Company.14. Authority and Responsibility of Company:a. Company will pay Agency first year and renewal commissions, as set forth in Exhibit2, on the policies issued by Company and produced by Agency and in the case ofgroup business for which Agency has been designated “Agency of Record” in writingby the employer of the group on group business the Agency has produced andissued by Company. Furthermore, Company reserves the right, in its sole andabsolute discretion, to refuse to recognize any change in “Agency of Record”designation by a group having coverage with Company through anassociation having an arrangement with Company.b. If Agency submits an application for a person, or group, with prior Companycoverage no commission shall be payable unless prior coverage has been lapsed fora period of at least six (6) months in the case of group coverage; and in such eventrenewal commissions only shall be payable. If Agency produces a policy forindividual coverage for an individual as a subscriber, which subscriber was previouslycovered as a dependent on a Company policy and is now an overage dependent ofthe previous policy, such Agency shall receive renewal commissions if the individualwas required to complete a change of coverage application and not a new applicationfor coverage by Company, with or without any lapse in coverage. In the eventAgency is the Agency of Record on the Company policy which previously coveredsuch individual as a dependent and the appropriate Company did not require suchindividual to complete a new application for coverage or a change of coverageapplication, Agency will be considered to have produced the policy which coverssuch individual as a subscriber and Agency will receive renewal commissions. In theevent Company required such individual to complete a new application for coverage,Agency shall receive first year and renewal commissions. Such commissions shallbe based on the Commission Schedule set forth in Exhibit 2 and shall be paid onnet premium charges actually received by Company on applications issued byCompany that are produced by the Agency.c. When an overage dependent seeks a new agent and if the new agent submits ahealth statement application, and if the application is approved, this would constitutea new contract even with continuous coverage. Either the current agent or a newagent would receive first-year commission and renewal if a health statementapplication had been submitted and approved. If the overage dependent is enrolledthrough Company’s automatic process, or with a change of coverage form, the

current agent will receive renewal commissions. Such commissions shall be basedon the Commission Schedule set forth in Exhibit 2 and shall be paid on net premiumcharges actually received by Company on applications issued by Company that areproduced by the Agency.d. If a new application, not a membership enrollment conversion form, is submitted by anew agent, this is a new contract even if there is continuous coverage and the newagent will receive first-year commission. Such commissions shall be based on theCommission Schedule set forth in Exhibit 2 and shall be paid on net premiumcharges actually received by Company on applications issued by Company that areproduced by the Agency.e. Company may modify or replace the Commission Schedule set forth in Exhibit 2 onthirty (30) days prior written notice to Agency, and such modified or replacementschedule shall apply to all policies issued or renewed on or after the effective date ofsuch modification or replacement.f. Company will pay to Agency compensation due within thirty (30) days followingthe end of each calendar month based on premiums actually received and reconciledby Company. However, Company reserves the right to accumulate commissions untilcommissions due equal at least twenty-five dollars. If a return premium charge is dueon Agency-generated business, Company will charge back to Agency the amountof commission previously paid to Agency on the amount of returned premium charge.15. Miscellaneous Provisions:a. This Agreement shall be governed by and construed in accordance with the laws ofthe State of Texas without giving effect to any conflict of law rule or provision thereofthat would cause the application of the laws of any other jurisdiction. Hereby,consent is given to the jurisdiction of the state and federal courts located in, orhaving jurisdiction over, Texas, U.S.A. for any action or proceeding relating to thisAgreement.b. This Agreement together with the Exhibits attached contains the entireunderstanding and agreement between the parties hereto with respect to the saleand distribution of the Products and terminates and supersedes all prior and/orcontemporaneous agreements. In executing this Agreement, Agency andCompany hereby agree that they have not relied upon any representations otherthan the representations expressly contained within this Agreement. This Agreementand its terms may not be waived, amended, modified, supplemented or changed,in any respect whatsoever, except by a written agreement signed by a senior officerof both parties.c. Without in any way limiting paragraph 15(d), this Agreement shall inure to the benefitof and be binding upon the parties hereto and their respective successors and,except to the extent prohibited hereunder, assigns.d. This Agreement is not transferable or assignable by the Agency. No rights orinterests arising there from shall be subject to assignment except with the writtenconsent of Company.e. Company reserves the unconditional right to refuse to accept applications procured

y Agency if such do not meet the underwriting or other standards of Company.Furthermore, Company reserves the unconditional right to modify, to the extentpermitted by law, any of the Products in any respect whatsoever or suspend the saleof any of the Products, in whole or in part, at any time without prior notice.f. Agency shall indemnify, defend and hold Company and its affiliatecompanies, directors, officers, employees and agents harmless from and against anyclaim, judgment, demand, action, causes of action or loss or expense (includingreasonable attorney’s fees and related court costs) for damage or loss proximatelycaused by the dishonesty, willful misconduct or negligence of Agency or itsrepresentatives in carrying out its duties and obligations under the terms of thisAgreement or failure to comply with applicable law. .g. Failure of Company to enforce or insist upon the provisions of this Agreement in anyinstance(s) shall not be construed as waiver or relinquishment of its right to enforceor insist upon such provision(s) either currently or in the future.h. Any notice required under this Agreement may be delivered in person or by mail toAgency at its last known address. Any notice to Company shall be delivered inperson or by mail to 929 Gessner, Suite 1500, Houston, Texas 77024. Notice shallbe deemed delivered upon deposit in the U.S. mail, or if delivered in person,upon actual receipt.i. The only relationship between Company and Agency is that of anindependent contractor, which is the intent of the parties hereto and which isestablished by this Agreement. Nothing in this Agreement shall be construed tocreate the relationship of employer and employee or the relationship of principal andagent between Company and Agency, nor shall either party hold themselves out toany third party as having such a relationship. Agency, as an independent contractor,shall have no claim to compensation except as provided in this Agreement and shallnot be entitled to reimbursement from Company for any expenses incurred inperforming this Agreement.j. Company shall not, by entering into and performing this Agreement, be or becomeliable for any existing or future obligations, liabilities or debts of Agency, and Agencyby entering into and performing this Agreement, shall not be or become liable for anyexisting or future obligations, liabilities or debts of Company.k. Performance by a party of any obligation hereunder shall be excused if such failureto perform is caused by any event, contingency or circumstance beyond thereasonable control of such party, which prevents, hinders or makes impracticable theperformance of services under this Agreement, provided prompt notice thereof isgiven to the other party. Such delays, breakdowns, or interruptions in services mayinclude, but are not limited to, acts of God or a public enemy, acts of the governmentin either its sovereign or contractual capacity, fires, floods, death of key employees,strikes or other labor difficulties, degradation of telephone or other communicationservices, or loss of use of electronic data processing equipment howsoever caused.If any party fails to perform any obligation hereunder as a result of an event orcircumstances beyond its control, it shall meet such obligation within a reasonabletime after the cause of such failure has been removed and the other party hereto

shall be obligated to accept such deferred performance. Obligations of the otherparty, the performance of which are dependent upon the performance of the partywhose performance was delayed, shall not be considered as performed late to theextent such late performance is caused by the delayed party’s performancehereunder.l. In the event that any section, paragraph, subparagraph or provision of thisAgreement shall be determined to be contrary to governing law or otherwiseunenforceable, all remaining portions of this Agreement shall be enforced to themaximum extent permitted by law; the unenforceable section, paragraph,subparagraph or provision shall first be construed or interpreted, if possible, torender it enforceable, and, if that is not possible, then the provision shall be severedand disregarded, and the remainder of this Agreement shall be enforced to themaximum extent permitted by law.m. Neither party shall delegate or subcontract any of its duties and obligations underthis Agreement without the express prior written consent of the other party.n. All taxes or other governmental obligations required of or imposed on Agencypursuant to this agreement shall be the sole obligation of Agency.In witness whereof, this Agreement is effective as of the date and year first set forth above.AgencyMemorial Hermann Health InsuranceCompanySignature: _______________________ Signature: _______________________Title: _______________________ Title: _______________________Date: _______________________ Date: _______________________

EXHIBIT – 11. Products:Health insurance products underwritten and approved for sale by Memorial Hermann HealthInsurance Company including Small and Large Group Medical Policies and Individual MedicalPolicies.2. Commissions:Commissions payable are based on the written agreement between Memorial Hermann HealthInsurance Company and the Agency for each policy in force serviced by the Agency during theperiod such agreement remains in force.3. Services:The Agency shall perform these services:a. Quoting and Sales presentationb. Enrollmentc. Customer Serviced. Renewal and Related Services

EXHIBIT – 2MEMORIAL HERMANN HEALTHINSURANCE COMPANYAGENCY COMMISSION PERCENTAGESCHEDULEEFFECTIVE ______________, 20__Individual Commission SchedulePolicy TypeIndividualHealth PlansIssue AgeCommission(First Year)Renewals