This Agreement is entered into as of __{dateSigned}__ between _______{name}-{typeA17} (“Contractor”) and ROCKET HEALTH INSURANCE, LLC, a Florida limited liability company (the “Company” or “RHI”)(collectively the “Parties”). Subject to the terms and conditions of this Agreement, RHI hereby engages Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.
IMPORTANT: This document is a contract that contains important and legally binding terms regarding your relationship with ROCKET HEALTH INSURANCE, LLC. Read this contract carefully before signing or attaching your electronic signature. IF you have any questions about the meaning or content of this Agreement, you should consult your personal attorney.
ARTICLE I
DEFINITIONS
When used in this Agent Contract, the following terms shall have the meanings set forth below.
1.1 “Account” - Debit and Credit summary of Contractor’s monetary transactions.
1.2 “Advance” - Loan made to Contractor or on Contractor’s behalf, at RHI’s sole discretion, related to insurance applications submitted.
1.3 “Agent” – A self-employed independent contractor controlling his or her own hours, manner, means, and details of his or her work, contracted with RHI to solicit applications for insurance for Commission only.
1.4 “Application” - New Business submitted for review and consideration.
1.5 “Appointment” - Contract with an association, product or insurance carrier.
1.6 “Client” - Any person or entity enrolled into a product, membership, or insurance contact.
1.7 “Commissions” - Credits resulting from first year Commissions and, if applicable, renewal Commissions, bonuses and overrides from Sub-Agents.
1.8 “Credit” - Posting to Contractor’s Account of payments of Commissions, proceeds, or other amounts due.
1.9 “Credit Balance” - Remainder in Contractor’s Account when Credits exceed Debits on an inception-to-date basis.
1.10 “Debit” - Posting to Contractors Account of advances, reversal of Commissions on premium refunds, interest charges, and payments to Contractor or on Contractor’s behalf which are due to RHI from Contractor. (This may include the Debit Balance of another Agent’s Account guaranteed by Contractor.)
1.11 “Debit Balance” - Amount Contractor owes RHI when Debits exceed Credits in Contractor’s Account on an inception-to-date basis.
ARTICLE II
LICENSURE
Contractor represents that he or she is properly licensed, qualified and authorized to sell the insurance products that are the subject of this Agreement, and Contractor agrees to keep his or her license in full force and effect during the term of this Agreement and to notify the Company immediately of any termination, qualification, suspension or expiration of such license. Contractor shall maintain in good standing, at no cost to the Company, all licenses required by all applicable statutes and regulations. Upon request, Contractor shall provide copies of his or her applicable licenses to Company. Upon Contractor’s loss of or failure to procure and maintain any of its licenses as may be required by law, this Agreement shall terminate for cause.
ARTICLE III
SERVICES
Subject to the terms of this Agreement, RHI hereby appoints Contractor to solicit, at Contractor’s own expense, new and renewal applications for insurance or other benefit plan contracts sold through the Company. The agency relationship established by this Agreement is nonexclusive and the Company retains the right to designate other agents in the same territory as the Contractor. Contractor shall solicit applications for policies only in those areas where Contractor is licensed and appointed by the Company and only for those products which are approved by Company for sales in the state of solicitation. Contractor hereby accepts the appointment and agrees to use its best efforts to solicit applications for policies in accordance with the Agreement. The contractor agrees and acknowledges they cannot offer, sell or solicit any other insurance products outside of the Company.
ARTICLE IV
INDEPENDENT CONTRACTOR RELATIONSHIP
1. No Employer-Employee Relationship: Contractor is, for the purpose of this Contract, an Independent Contractor. Nothing in this Contract is intended to nor does it create an employer-employee, partnership or joint venture relationship between Contractor and RHI for any purpose. The Contractor acknowledges and understands that he or she shall have no claim against RHI hereunder or otherwise for any vacation pay, sick leave, retirement benefits, social security, workers’ compensation, health or disability benefits, unemployment insurance benefits or any other employment benefits of any kind.
2. Manner and Means of Work: Contractor is free from direction and control as to the material details of Contractor’s work. Contractor is responsible for deciding when, where, and the manner and means of conducting Contractor’s duties under this Contract, including setting his or her own business hours. The Company shall have no right to dictate to Contractor the days, hours, or locations(s) at which Contractor works.
3. General Business Expenses and Equipment. Contractor shall be solely responsible for providing his or her own business equipment, and for paying all expenses incurred while performing the services set forth in this Agreement. Expenses borne by the Contractor include, but are not limited to, license fees, memberships and dues, automobile and other travel expenses and entertainment, and any applicable insurance premiums necessary to cover the work that Contractor is performing.
4. Responsibilities as an Independent Contractor: Contractor is responsible for all and shall pay all general and overhead expenses, transportation, insurance appointment fees and renewals, errors and omissions insurance, and all other costs related to Contractor’s pursuit of the fulfillment of this Agreement. Contractor is responsible for and shall pay all fees resulting from Contractor’s Independent Contractor status, including but not limited to, state and Federal income taxes, self-employment tax (Social Security), and workers’ compensation insurance. Contractor will receive an IRS Form 1099 reflecting amounts paid to Contractor hereunder. Contractor is responsible for and shall pay all taxes, duties, assessments and other governmental charges, now or in the future, related to carrying out Contractor’s obligations under this Agreement on any amounts paid to Contractor by RHI. Contractor agrees to be bound by the duties and responsibilities placed on Contractor by Federal and state laws, codes, statues, and regulations as an Independent Contractor.
ARTICLE V
COMPENSATION
1. Distributions: All compensation distributed under this Agreement is at the Sole Discretion of RHI as to the method, time, amount and kind of distributions. You are eligible to receive compensation only if this Agreement is in force at the time of a distribution.
2. Continuous and Direct Pay of Commissions: For each continuous and direct pay Client that Contractor enrolls, RHI will set aside a Credit. From time to time as established by RHI, these Credits will be distributed as compensation to all Independent Insurance Agents then under Contract with RHI. The amount to be set aside and the allocation of any distribution shall be within the sole discretion of RHI.
3. Commission Schedules: Past and present commission schedules may be amended at any time.
4. Required Certifications: In order to continue receiving commissions you must keep up to date on all certifications and/or compliance required by any given carrier.
5. Commission Restrictions: No commission or other compensation will be due to Contractor under the terms of this Agreement if the Company terminates this Agreement for cause, as set forth in Article XI.
ARTICLE VI
ADVANCES
1. Advance Program: RHI may make arrangements to allow Contractor to participate in RHI’s program to advance sums (“Advances”) to Contractor against certain compensation to be earned in the future pursuant to the terms of this Agreement. Under that program, RHI, at its sole discretion, may make Advances to Contractor in an amount to be determined by RHI and that shall constitute a loan from RHI to Contractor. Contractor promises to repay any Advances received by Contractor or any Sub-Agents, together with any interest that may or may not apply.
2. Collateral for Advances: Contractor hereby grants RHI, for the express benefit of RHI, a lean on and security interest in any and all amounts due to Contractor hereunder to secure all amounts due from Contractor to RHI or any of its other Affiliates or Vendors.
3. Right of Offset: In addition to other legal remedies available to RHI, Contractor understands and agrees that RHI has the right to offset amounts payable to Contractor by RHI against any amounts which Contractor may owe to RHI or any of its Affiliates or Vendors. Upon termination of this Agreement at any time for any reason, Contractor must pay all such amounts within a period of thirty (30) calendar days. In the event any such amounts owed by Contractor are not repaid, the party to whom such amount is owed may issue an IRS Form 1099 to Contractor for the amount not repaid.
ARTCILE VII
COMPLIANCE
1. Training: RHI may provide training on a case by case basis. All training provided by RHI is to be kept confidential and may not at any time be shared with another party. Contractor agrees to receive or participate in any training that is either recommended or required by RHI to attend.
2. Presentations: Contractor agrees to make no misleading or deceptive statement(s) to a prospective Client and Contractor will provide to any prospective Client the promotional materials, applications, forms and rates that have been approved by the Company.
3. Advertising: Contractor agrees to comply with any State or Federal law, statute, or regulation pertaining to advertising insurance products, and to agree not to use any misleading or deceptive advertisements.
4. Company Policies and Procedures: Contractor will comply with all applicable Company policies and procedures as may be issued from time-to-time.
5. Applications: Contractor agrees that Contractor shall review each application for completeness and that Contractor shall fully inform each applicant that he or she shall not be accepted for coverage until and unless the application is approved by the Company and the applicant receives a written notice from the Company setting forth the terms of the coverage. Contractor agrees that Contractor will not submit to the Company any information that Contractor knows or should reasonably know to be false or misleading.
6. Complaints: If RHI receives inquiries from any governmental or non-governmental entity or if RHI requests Contractor’s cooperation in responding to a complaint of a Client or prospective Client, Contractor will provide his or her cooperation and assistance to RHI in connection with the inquiry or complaint in a timely manner. If Contractor receives any such inquiry or complaint or is named as a party to a lawsuit, Contractor will promptly notify RHI and provide all relevant information to RHI in writing, sent to the email address set forth in this Agreement.
ARTCILE VIII
LEADS
As part of the consideration provided by RHI to Contractor, and in exchange for Contractor’s promises herein, RHI may consider Contractor to participate in the “LEAD Program” whereby Contractor will receive the names of prospective Clients from RHI.
1. Covenants Relating to Leads: Because of the potential value of Leads and the considerable expense and effort undertaken by RHI to develop Leads, Contractor agrees to the following promises and acknowledgments:
a. Contractor agrees and acknowledges that Leads and all related materials comprise the confidential, proprietary information of RHI. In exchange for receiving Leads and in addition to the other consideration described herein, Contractor agrees not to disclose to any third party the identities of or information about Leads Contractor receives.
b. Contractor understands and acknowledge that RHI is not making any representation as to the number of Leads that may be available for any given area at any given time and/or the quality of the Leads. Contractor also acknowledges and agrees that RHI does not guarantee or warrant the number of Leads that Contractor may expect to receive at any given time or the likelihood that any such Leads will result in a sale through Contractor.
c. During the entire time in which Contractor receives Leads from RHI, Contractor agrees not to sell or solicit, or attempt to sell or solicit, any product, membership, or insurance product that is nor offered through RHI.
d. During the entire time Contractor receive Leads from RHI and for a period of two years thereafter, Contractor agrees not to induce or attempt to induce a Client to cancel his or her insurance and or membership for any reason.
e. During the entire time in which Contractor receives Leads from RHI and for a period of two years thereafter, Contractor further agree not to, directly or indirectly, solicit Clients for any product, membership, or insurance other than what is offered through RHI.
f. Contractor further agrees not to use Leads for the benefit of any third party other than RHI.
ARTICLE IX
DISPUTE RESOLUTION
1. Early Conference Resolution: This Agreement is understood to be clear and enforceable as written and is executed by both Parties on that basis. However, Contractor understands that if Contractor should later challenge any provision of the Agreement as unclear or unenforceable, or if Contractor should seek to challenge RHI’s performance of the Agreement either during or after the termination of this Agreement, Contractor agrees to first notify RHI in writing and meet with a RHI representative and a certified, neutral mediator (if RHI elects to retain one at its own expense) to discuss resolution of anydisputes between the Parties. Contractor agrees to provide this notification prior to initiating any formal complaint or proceeding with a court of law, administrative agency, or any other regulatory body. All rights of both Parties will be preserved if the Early Resolution Conference requirement is complied with even if no agreement is reached in the conference.
2. Arbitration: In the event no agreement is reached in the Early Resolution Conference, RHI and Contractor agree that in the event of any legal dispute between us or our representatives concerning this Agreement or our legal rights arising from or relating to the contractual relationship between RHI and Contractor, the Parties shall submit their dispute to binding arbitration; provided, however, that RHI may, at any time, pursue the preliminary remedies specifically provided for below in a court of law and thereafter require arbitration of all remaining issues of final relief. This arbitration agreement is governed by the Federal Arbitration Act. Either Party may pursue a motion for summary judgment from the arbitrator(s) under the federal standard. Each Party will be allowed at least one deposition. The arbitrator(s) shall be required to state in written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome based upon any error of State or Federal law, or to fashion a cause of action or remedy not otherwise provided for under applicable State or Federal law. Any dispute over whether the arbitrator(s) authority has been exceeded will be resolved by summary judgment in a court of law. In all other respects, the arbitration process will be conducted in accordance with the American Arbitration Association’s commercial arbitration rules or other mutually agreeable arbitration service rules. The duty to arbitrate described above shall survive the termination of this Agreement. The arbitration decision will be enforceable though a judgment to be entered in a court of competent jurisdiction upon the motion of either Party. Except as otherwise provided for in this Agreement, the Parties hereby waive trial in court of law or by jury. All other rights, remedies, time limitations and defenses allowed by law remain in effect.
3. Injunctive Relief: Without limiting the generality of the foregoing, by executing this Agreement, Contractor agrees that it is impossible to measure in money the damages which may accrue to RHI if Contractor breaches or threatens to breach any of the covenants, agreements or obligations set forth in this Contract including but not limited to Article VIII hereof. Accordingly, if any action or proceeding is commenced on behalf of RHI to enforce any of the provisions contained in this Agreement, Contractor understands and agrees that RHI would not have an adequate remedy at law or would be irreparably injured by such breach or threatened breaches and that would be entitled to injunctive relief to enforce the provisions of this Agreement. In any such action or proceeding or in any suit filed, unless otherwise provided by law, Contractor shall pay all of reasonable attorneys’ fees, expenses, and costs incurred in connection therewith.
ARTICLE X
RESTRICTIONS, PROHIBITED ACTIVITIES, PENALTIES
1. Prohibited Activities: While this Agreement is in effect or after its termination Contractor shall not:
a. Reveal, except in the course of carrying out Contractor’s duties under this Agreement, the name, identity, address, or telephone number of any Client.
b. Do anything to damage the goodwill or business reputation of RHI or any of its Affiliates or Vendors.
c. Induce or attempt to induce a Client to cancel his or her insurance and or membership for any reason.
d. Directly or indirectly, solicit Clients or potential Clients for any product, membership, or insurance other than what is offered by RHI.
e. Directly or indirectly, solicit any Contractor affiliated with RHI to sell, market, or support any product, membership, or insurance other than what is offered by RHI.
2. Confidentiality: Contractor agrees that in carrying out his or her obligations under this Agreement Contractor will come into possession of confidential or proprietary information of RHI and Associations including, but not limited to training materials, marketing Leads, product information, technology, and sales practices. Contractor agrees that he or she will not reproduce or alter any Confidential Information. Contractor further agrees that Contractor will not use or disclose any Confidential Information except as required to perform Contractor’s duties hereunder or if required by State or Federal law. Contractor further agrees that upon the termination of this Agreement for any reason Contractor will return all Confidential Information in Contractor’s possession or under Contractor’s control to RHI.
ARTICLE XI
CANCELLATION & REVOCATION OF AUTHORITY
1. Agreement Cancellation Without Cause: This Agreement may be cancelled without cause by either party by providing thirty (30) days written notice of termination to the other party.
2. Agreement Cancellation with Cause: This Agreement may be cancelled immediately by RHI with cause without giving prior notice to contractor for any of the following occurrences:
a. Upon Contractor’s death or total and permanent disability (“total and permanent disability” to be determined by reference to the then effective social security guidelines);
b. If Contractor fails to submit at least one (1) insurance application during any continuous twenty four (24) week period unless you have maintained an active contract with RHI for at least 5 years;
c. By Contractor filing a voluntary petition in bankruptcy or the filing of an involuntary petition against RHI which is not dismissed within thirty (30) days;
d. Revocation, suspension or expiration of the Contractor’s license by any applicable state department of insurance;
e. If Contractor engages in misconduct, fraud, dishonesty by statement or omission, or has otherwise made, or advised or knowingly allowed another to make, misrepresentations to RHI or any RHI agent, applicant or policyholder;
f. If Contractor engages in any crime or violates any local, state, or federal law or regulation;
g. If Contractor misuses RHI’s property or assets or engages in conduct which causes economic damage to the business of, or injures the goodwill or business reputation of RHI;
h. If Contractor threatens or acts in an abusive manner toward Company or any of its employees, agents or representatives, Clients or potential Clients;
i. If Contractor commits any act of forgery in the procurement or submission of any Application to RHI;
j. If Contractor induces or attempts to induce, directly or indirectly, other agents to breach or to terminate their contracts with RHI;
k. If Contractor breaches any of the provisions of this Contract or any other written promise Contractor has made to RHI;
l. If Contractor, directly or indirectly, solicits any client, potential client, or Agent affiliated with RHI to sell, market, or support any product, membership, or insurance other than what is offered by RHI or receives an insurance appointment, market or sell any product or membership outside what is offered by RHI.
Contractor acknowledges that RHI further reserves the right to suspend Contractor’s authority under this Agreement during any period of investigation of acts or omissions which might be a basis to terminate this Agreement for cause. During such investigation period, RHI will accept no new Applications from Contractor and any Commissions payable to Contractor will be retained by RHI pending the outcome of RHI’s investigation.
3. Effect of Agreement Cancellation: If Contractor’s Agreement is cancelled, Contractor’s commissions immediately terminate regardless of the length of time that this Agreement has been in effect. Contractor’s remaining Advances, Debit Balance and any other debit shall be immediately due and payable without demand.
4. Injunctive Relief: Contractor understands and agrees that a breach of those items set out in Article XI, 2 above, may result in irreparable harm to RHI that cannot be measured exactly and for which there is no adequate remedy at law, and Contractor agrees that RHI, jointly and individually, shall have the specific right to enforce the provisions of this section through injunctive relief and shall be entitled to recover all legal fees and expenses incurred. Contractor agrees that RHI may obtain such temporary or preliminary injunction through the posting of a bond of no more than $1,000.00.
5. Revocation of Authority: Cancellation of this Agreement, with or without cause, revokes Contractor’s authority to act on behalf of RHI and all Associations, and Contractor must immediately stop soliciting new Clients and dealing with current Clients. Neither party shall be released from liability for acts or omissions prior to cancellation or amounts due to either party hereunder unless provided for elsewhere in this Agreement.
6. Later Discovered Violation of Article XI: If Contractor’s Agreement is cancelled without cause and thereafter RHI later discovers Contractor committed, or was committing, any acts described in Article XI, 2, then Subsection 3, above, shall immediately apply. In addition, Contractor agrees to return to RHI all Renewal Commissions paid to Contractor by RHI from the date of the violation later discovered.
ARTICLE XII
LIMITATIONS ON AUTHORITY
Contractor shall have not authority to act as an agent of Company, other than the authority expressly granted in this Agreement; no forbearance or neglect on the part of either Contractor or the Company shall be construed to waive any of the terms of this Agreement or to imply the existence of any authority not expressly granted in this Agreement.
ARTICLE XIII
REPORTING AND AUDITS
1. Reporting: Contractor shall promptly prepare and transmit to the Company, in a format acceptable to the Company, reports the Company may reasonably require from time to time, including reports of all information necessary for the Company to comply with all applicable laws, rules, regulations, rulings and policies and guidelines needed to manage its business.
2. Audits: Company reserves the right to inspect and review the records of the Contract. Company may conduct audits of the Contractor from time to time with advance notice. Contractor agrees to use its best efforts to fully cooperate with the Company in the event that the Company is audited by federal, state or local government authorities.
ARTICLE XIV
CONFLICT OF INTEREST
Contractor agrees that his or her affiliation with the Company shall not be used for private or personal advantage. Any situation that may create or even appear to create a conflict between the Contractor’s personal interest and the interests of the Company must be avoided. In the event that a possible conflict of interest is realized, Contractor agrees to promptly inform the Company of such possible conflict.
ARTICLE XV
AMENDMENT & MISCELLANEOUS PROVISIONS
1. Entire Agreement; Amendments: This Agreement sets forth the entire agreement and understanding between Contractor and RHI with respect to the matters set forth herein and supersedes any and all prior written or oral discussions, negotiations, proposals, agreements, arrangements and understandings among Contractor and RHI relating hereto. The provisions of this Agreement may not be modified, changed, amended or rescinded in any manner except by a written instrument signed by Contractor and by an authorized representative of RHI.
2. No Assignment: This Agreement shall be binding upon and inure to the benefit of Contractor and RHI and our respective successors and assigns. Notwithstanding the foregoing, no assignment of any rights or obligations shall be made by Contractor without the written consent of RHI.
3. Waivers: The failure of either Contractor or RHI at any time to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same or any other provision. No waiver by Contractor or RHI of any condition or of any breach of any term, covenant, representation, or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation, or warranty.
4. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal, and enforceable provision as similar as possible to the provision at issue.
5. Interpretation: The headings preceding the text of provisions included in this Agreement are for convenience only and shall neither be deemed part of this Agreement nor be given any effect in interpreting this Agreement. The use of the masculine, feminine, or neuter gender herein shall not limit any provision of this Agreement. The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation”, respectively. Contractor and RHI have jointly participated in the negotiation and drafting of this Agreement. In the event of any ambiguity or if a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by Contractor and RHI and no presumption or burden of proof shall arise favoring either of us by virtue of the authorship of any provisions of this Agreement.
6. Notices: Any notice, request, instruction, or other communication to be given hereunder by Contractor or by RHI shall be in writing and shall be deemed to have been given, (a) when received if given in person or by a messenger or courier service, (b) on the date of confirmed transmission if sent by facsimile or other wire transmission, or (c) three (3) Business Days after being deposited in the U.S. mail, certified or registered, postage prepaid, addressed if to Contractor at the address or facsimile number set forth below and if to RHI to the attention of the President of RHI at the address or facsimile number set forth at the beginning of this Agreement, or to such other address or facsimile number as the intended recipient may designate for itself by notice given as herein provided.
7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its choice of law rules. Contractor and RHI each irrevocably agree that any legal action or proceeding under, arising out of or in any manner relating to this Agreement shall be brought in State or Federal court in Lee County, FL and You and RHI each hereby assents and submits to the personal jurisdiction by such courts in any such action or proceeding.
8. Inability to Perform: In the event Contractor or RHI should be prevented from completing performance, in whole or in part, of any obligation hereunder by any act of God or any other occurrence which is beyond the control of the Parties hereto, the Party so prevented shall be excused from the applicable performance to the extent appropriate.
9. Indemnification and Hold Harmless: Contractor agrees to indemnify and hold harmless RHI for all costs, expenses, and attorney fees that may incur in recovering from Contractor any property or indebtedness belonging to or due to RHI. Contractor agrees to indemnify and hold harmless RHI for any claim, loss, expense, cost, or liability which RHI may incur resulting from Contractor’s breach of this Agreement, or Contractor’s violation of any law, regulation, or failure to comply with any court order. It is agreed and understood between RHI and Contractor, that the Agreement does not, and is not intended to give RHI the power or right to control the material details of the work Contractor performs in connection with this Agreement. As an Independent Contractor and, as intended this Agreement and by the Parties hereto, Contractor has the sole and exclusive power and right to control the details of Contractor’s work.
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