Memorial Hermann Health Insurance Company Agency Agreement

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.