Memorial Hermann Health Insurance Company Agency Agreement

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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
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Memorial Hermann Health Insurance Company Agency Agreement

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