Memorial Hermann Health Insurance Company Agency Agreement

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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;
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Memorial Hermann Health Insurance Company Agency Agreement

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