Licensee Agreement This Licensee Agreement _“Agreement”_ is by liuqingyan


									                                                  LICENSEE AGREEMENT

This Licensee Agreement (“Agreement”) is entered this            day of                     , 20__ (“the               Effective
Date”), by and between The Self Employed Retirement Funding Company, an Arizona limited liability company
(“SERFCO TM”) and ____________________________________ (“Licensee”).

WHEREAS, Licensee is an active licensed insurance producer engaged in the business of selling insurance products and
services and desires access to SERFCO’s programs, expertise, and abilities, and

WHEREAS, SERFCO TM and Licensee (collectively, “the Parties”) wish to enter this Agreement;

NOW THEREFORE, for good and valuable consideration, the Parties agree as follows:

1.   Agent’s Duties and Responsibilities.

     a.   Licensee will pay to SERFCO a license fee of $1,295.00, which shall be paid concurrently with Licensee’s
          execution of this Agreement. Licensee may add sub-agents to the program for an additional license fee of $495.00
          per sub agent. Licensee will set the commission rate for all sub-agents in his/her hierarchy. Also Licensee and each of
          his/her sub-agents will be required to prove state license in good standing, provide a copy of E&O insurance, contract
          with a minimum of ( 2 ) companies through SERFCO, complete the SERFCO training program and pass a insurance
          product and presentation exam before intellectual property will be delivered.

     b.   Licensee and insurance agents of Licensee will contract through SERFCO, using life insurance companies: (a) with
          whom SERFCO is contracted and (b) with whom Licensee (i) is not currently contracted or (ii) is willing to and
          actually does transfer or dual contract Licensee’s contract so that it runs through the SERFCO agency (the “SERFCO
          Preferred Insurance Companies” here-to-fore referred to as “SERFCO Insurance Carrier”).

     c.   When writing insurance through SERFCO with a SERFCO Insurance Carrier, Licensee shall be paid its commissions
          or other compensation directly from the Insurance Carrier, and not by SERFCO. Licensee shall be paid pursuant to
          the terms of the agreements that Licensee signs with the Insurance Carrier. Licensee shall hold SERFCO and all its
          owners, managers, and affiliated entities harmless with respect to disputes regarding commissions paid directly by the
          Insurance Carrier. Licensee shall promptly notify SERFCO of any such disputes. Licensee acknowledges that
          pursuant to the terms of the agreements that Licensee signs with a SERFCO Insurance Carrier, such SERFCO
          Insurance Carrier may reserve the right to change or amend commission terms and amounts. Licensee shall not hold
          SERFCO responsible for such changes or amendments to Licensee’s commissions with a SERFCO Insurance

     d.   Licensee understands that pursuant to the agreements it enters with a SERFCO Insurance Carrier, it may owe money
          to a SERFCO Insurance Carrier for charge backs, returns of premium, rescinded or declined or modified policies, and
          so forth. Licensee understands that the SERFCO Insurance Carrier has absolute discretion to reject, decline, cancel or
          modify applications for insurance contracts. Licensee shall not be entitled to commissions with respect to any
          returned premiums or charge backs, nor with respect to commissions on contracts or policy applications that are
          rescinded, declined or cancelled. Should any charge backs or similar charges be assessed against SERFCO as a result
          of the activities of Licensee or related to any insurance products sold by Licensee, then Licensee shall indemnify
          SERFCO immediately for such charge backs or similar charges, which shall constitute a debt owed by Licensee that
          SERFCO may pursue in a court of law.

     e.   Licensee agrees to comply with all applicable state and federal statutes, regulations, rules, regulatory opinions,
          decisions, and other laws governing the insurance business. Licensee further agrees to comply with all rules, policies,
          guidelines, and operating procedures that are published from time to time by SERFCO or a SERFCO Insurance

     f.   Licensee agrees not to make any representations, promises or warranties regarding any insurance products sold by the
          SERFCO not specifically stated in the insurance contracts themselves.

     g.   Licensee shall promptly notify SERFCO of any complaints or inquiries received regarding Licensee, Licensee’s
          agents or sub-agents, SERFCO, or any products from a SERFCO Insurance Carrier. Licensee will cooperate in
          responding to any customer complaints or inquiry and will promptly respond in writing if required to do so.

     h.   Licensee shall maintain in good standing all licenses required for Licensee to sell insurance products of a SERFCO
          Insurance Carrier in the states that Licensee or its agents or sub-agents will be selling such products. Licensee shall
                                               LICENSEE AGREEMENT—PAGE 1 OF 4
          promptly notify SERFCO of any changes to or actions taken against Licensee’s license that will negatively impact
          Licensee’s ability to sell products of a SERFCO Insurance Carrier.

     i.   Licensee shall promptly deliver all insurance policies sold by Licensee to his or her customers related to a SERFCO
          Insurance Carrier with which Agent has signed agreements based upon the requirements as stated in those agreements
          and if not specified therein to SERFCO if not required otherwise.

     j.   Licensee must comply with all the requirements of a SERFCO Insurance Carrier, including but not limited to
          requirements related to persistency and charge backs. If Licensee is terminated by any SERFCO Insurance Carrier,
          then that may, at the discretion of SERFCO, constitute breach of this Agreement by Licensee. Licensee understands
          that in certain circumstances Licensee’s right to obtain commissions may be put on an “as earned” basis by any
          SERFCO Insurance Carrier. Licensee agrees SERFCO is not liable in any way for any adverse action taken by any
          SERFCO Insurance Carrier.

     k.   Licensee, at its sole cost and expense, shall maintain commercial general errors and omissions insurance with a single
          combined liability limit of not less than one million dollars, insuring against all liability of Licensee and Licensee’s
          agents and sub-agents arising out of or in any way connected with services Licensee provides related to this
          Agreement. The Licensee will provide SERFCO thirty days’ written notice of any change in coverage, expiration,
          termination or cancellation of such insurance. Licensee shall also notify SERFCO of any changes in coverage,
          expiration, termination or cancellation of such insurance. Licensee will provide SERFCO with a copy of the
          insurance policy declarations page evidencing such insurance.

     l.   Licensee shall sign all agreements that any SERFCO Insurance Carrier may require Licensee to sign. Licensee shall
          comply with the terms of such agreements and shall promptly notify SERFCO if any SERFCO Insurance Carrier
          deems Licensee to be in breach of such agreements. A breach of a SERFCO Insurance Carrier agreement that
          remains uncured may result in the immediate termination of this Agreement by SERFCO. Licensee acknowledges
          that SERFCO does not govern the terms of the agreements that Licensee signs with any SERFCO Insurance Carrier.
          Licensee shall look to the SERFCO Insurance Carrier and not SERFCO with respect to issues arising from any such
          agreements that Licensee signs.

     m. During the term of this Agreement, Licensee shall not offer the following products to any potential client obtained
        by use of SERFCO’s marketing materials, including Power Point, Approach Letters or any SERFCO TM branded
        and/or copyrighted materials unless specifically approved in writing by SERFCO beforehand:

              1.   Variable life insurance or a variable annuities product.
              2.   Any product that requires a securities license in order to be sold.
              3.   Any product that does not have a fixed guaranteed minimum interest rate.

              Acknowledged: ______________________________
                                 Signature of Licensee

     n.   Before executing this Agreement, Licensee shall notify SERFCO of any restrictive covenants that Licensee may be
          subject to from other insurance brokers or insurance companies.

     o.   Licensee acknowledges that Licensee may receive confidential information from SERFCO. Except as otherwise
          stated in this Agreement, Licensee agrees to hold all such confidential information in strictest confidence and to
          refrain from disclosing such confidential information to any third party or using such confidential information to the
          detriment of SERFCO or for Licensee’s commercial benefit. Licensee acknowledges that a breach of this provision
          would result in significant and irreparable harm to SERFCO and hereby consents to a preliminary and permanent
          injunction in addition to any other remedies that may be available at law or in equity. If Licensee is required to
          disclose any of SERFCO’s confidential information pursuant to applicable law, Licensee shall, to the extent legally
          permitted, provide SERFCO with prompt written notice of such proposed disclosure as far in advance of the proposed
          disclosure as reasonably possible.

2.   Benefits to Accrue to Agents.

     During the term of this Agreement, Licensee will have the right to receive the benefit of SERFCO’s copyrighted
     proprietary marketing materials and SERFCO’s trademark.

                                                LICENSEE AGREEMENT—PAGE 2 OF 4
3.   Term.

     a.   The term of this Agreement is ( 12 ) months. At the end of the first ( 12 ) month period, SERFCO shall have the
          absolute right to terminate this Agreement unless Licensee has met the following benchmark during the
          ( 12 )month term.

          1. Licensee must deliver a minimum total of $60,000 Target premium related to Indexed Universal Life policies
             in any combination of the SERFCO Insurance Carriers with whom the Licensee is contracted through SERFCO .

     b.   After the first 12-month term, this Agreement may be renewed for additional 12-month terms upon the mutual
          agreement of the Parties. SERFCO may not renew the Agreement if the Twelve-Month Benchmark has not been
          met. SERFCO may, in its sole discretion, increase or decrease the required benchmark at the beginning of any new
          term of this Agreement. The anniversary Renewal Fee will be $295.00 for the Licensee and each sub-agent. of the
          Licensee. This Renewal Fee will allow Licensee to continue to participate in the program and receive all program and
          material updates. During the term of the Agreement and all subsequent renewals, SERFCO agrees to provide all
          SERFCO and Insurance Carrier approved material updates.

4.   Independent Contractor. It is understood and agreed that Licensee will perform all its activities referenced herein as an
     independent contractor, and not as an employee or partner of SERFCO or any of its affiliated entities. The Parties
     understand the financial and legal ramifications of this independent contractor relationship. Licensee agrees not to assert
     any position contrary to Licensee’s status as independent contractor, and accepts the responsibilities  placed    on an
     independent contractor by federal, state and local laws, rules and regulations. As an independent contractor, Licensee will
     decide when, where and how to conduct Licensee’s business activities and will have complete discretion to set Licensee’s
     business hours and schedule. Licensee shall be responsible for payment of all expenses and fees incurred by Licensee,
     including but not limited to business overhead, transportation, state and federal income tax, self-employment tax, social
     security tax, unemployment tax, and workers’ compensation. Licensee shall pay all taxes, duties, assessments and other
     governmental charges related to Licensee’s performance under this Agreement. Licensee understands that payments from
     a SERFCO Insurance Carrier, pursuant to this Agreement, will be reflected on an IRS Form 1099, from the Insurance

5.   Intellectual Property. Licensee acknowledges that SERFCO and/or its affiliated entities own certain intellectual property
     rights such as trademarks, trade names, designs, emblems, slogans, logos, insignia, marketing materials, marketing
     programs, lead generation system, and so forth (the “SERFCO Intellectual Property”). Licensee agrees that all ownership
     rights in the SERFCO Intellectual Property will remain in SERFCO, that Licensee will not claim any right, title, or
     interest in and to the SERFCO Intellectual Property, except as explicitly permitted in writing by SERFCO, and that
     Licensee will not apply for nor obtain any state or federal service mark or trademark registration, or any foreign service
     mark of trademark registration, covering or including the SERFCO Intellectual Property. Licensee will comply with all
     reasonable instructions of SERFCO regarding the manner of use of the SERFCO Intellectual Property. Licensee agrees to
     respect and protect SERFCO’s rights in the SERFCO Intellectual Property during and after the term of this Agreement.
     Licensee will take no action inconsistent with or damaging to the SERFCO Intellectual Property. Licensee agrees not to
     use any SERFCO Intellectual Property after the term of this Agreement. Licensee shall never reproduce any logo of
     SERFCO. Licensee shall never use the names “SERFCO” or “The Self-Employed Retirement Funding Company” or any
     other SERFCO Intellectual Property without first obtaining written approval from SERFCO, which may be granted or
     withheld in SERFCO’s sole discretion.

6.   Indemnification. Licensee agrees to indemnify, defend, and hold harmless SERFCO and its principals and affiliated
     entities (collectively the “Indemnified Parties”), whether individually or jointly, against and in respect to any and all
     claims, losses, expenses, costs, obligations, and liabilities that such Indemnified Parties may incur by reason of Licensee’s
     performance related to this Agreement, or by reason of Licensee’s other actions of any sort. Licensee further agrees to
     indemnify, defend, and hold harmless the Indemnified Parties, whether individually or jointly, against and in respect to any
     and all claims, losses, expenses, costs, obligations, and liabilities that such Indemnified Parties may incur by reason of
     Licensee’s breach of, or failure to perform any of, his or her respective warranties, commitments, or covenants in this
7.   Miscellaneous.

     a.   Licensee’s business expenses shall not be reimbursed by SERFCO.

     b.   If Licensee breaches this Agreement or commits any act of bad faith, any illegal activity, any act lacking in standard
          business ethics, any act that casts SERFCO in a poor light to any third party, or any act of misrepresentation

                                              LICENSEE AGREEMENT—PAGE 3 OF 4
     regarding an insurance product, then SERFCO shall have the right to immediately terminate this Agreement, and in
     such event no amounts paid by Licensee pursuant to this Agreement shall be refundable to Licensee.

c.   The laws of the State of Arizona shall govern this Agreement. Any litigation related to this Agreement shall occur in
     the federal or state courts located in Maricopa County, Arizona.

d.   If any provision of this Agreement is or becomes invalid for any reason, the remaining provisions shall survive and
     remain valid and enforceable.

e.   The waiver of a breach of any provision of this Agreement by either SERFCO or Licensee shall not operate or be
     construed as a waiver of any subsequent breach. No waiver shall be valid unless in writing and signed by the party
     against whom it is to be enforced.

f.   This Agreement contains the entire understanding of the Parties. This understanding may not be changed orally, but
     only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification,
     extension, or discharge is sought.

g.   In the event of any action at law or in equity between the parties hereto to enforce any of the provisions hereof, the
     unsuccessful party to such litigation shall pay to the successful party all costs and expenses, including reasonable
     attorneys’ fees, incurred therein by such successful party.

h.   Licensee may not assign its rights under this Agreement without written consent of SERFCO, which may be granted
     or withheld in SERFCO’s sole discretion. SERFCO may not assign its rights under this Agreement unless it first
     gives 30 days’ notice of such assignment to Licensee.

i.   This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of
     which together shall constitute one and the same instrument.

j.   The Parties each acknowledge and agree that this Agreement reflects terms negotiated between the Parties, and shall
     not be interpreted strictly for or against any Party.

In witness whereof, the Parties have executed this Licensee Agreement as of the Effective Date.

     Printed Name of Licensee

By: ______________________________________________                           Date: ________________

By: ______________________________________________                          Date: ________________
   The Self Employed Retirement Funding Company, LLC

                                         LICENSEE AGREEMENT—PAGE 4 OF 4

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