Done with Membership Agreement
PEACE OF MIND WEALTH MANAGEMENT
POM INSURANCE AGENCY INC
Member’s Marketing Agreement
&
Member’s Technology Support Agreement
THIS AGREEMENT is entered into by and between, POM INSURANCE AGENCY INC, a California corporation (hereinafter referred to as “POMIA”); PEACE OF MIND WEALTH MANAGEMENT, a California Corporation (hereinafter referred to as “POM”) and the undersigned party, (hereinafter referred to as the “Member”).
THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND POMIA/POM AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION, AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION.
RECITALS:
Whereas POMIA has developed various proprietary systems of financial analysis and insurance marketing technologies including but not limited to: internet cloud based team sales tracking, team accountability, team recruiting, team recognition and retail product marketing; and,
Whereas POMIA is continuously developing new systems of financial analysis and insurance marketing technologies as well as modifying and improving its existing proprietary technology systems to keep abreast of changing market conditions and to keep POMIA Members in the forefront of the life insurance industry; and,
Whereas POMIA is continuously seeking out the best products and product providers and developing the innovative insurance products in the financial services industry for its Members; and,
Whereas POMIA has licensed to POM for the exclusive benefit of its Members all of POMIA’s proprietary systems of financial analysis, sales tracking, team accountability, recruiting and insurance marketing technologies; and,
Whereas Member desires to become a licensee of POM; and,
Whereas Member is either already life insurance licensed or desires to become a licensed life insurance agent appointed with POMIA’s insurance product providers coded under POMIA:
Now Therefor, in consideration of the mutual promises, covenants and the aforementioned Recitals, POMIA and Member do hereby mutually bargain and agree as follows:
I. Relationship of the Parties
The Member shall be a self-employed independent contractor running his or her own insurance marketing business.
Should Member not be a licensed life insurance agent at the time of joining POMIA hereunder, Member acknowledges that he or she will not be entitled to any commissions or other compensation from POMIA or its product providers until and unless Member becomes life insurance licensed in Member’s resident state and appointed with POMIA’s life insurance product providers in all states in which Member choses to sell insurance. Member acknowledges that POMIA shall not control the Member’s work hours, number of hours worked or place of work. At no time shall anything in this Agreement be construed to create an employee-employer relationship between POMIA and the Member. The Member does not hold a franchise or distributorship with POMIA; nor is the Member an agent, partner or joint venture with POMIA or its owners. By payment of the one-time technology fee of even date herewith to POM the Member agrees that he or she has become a licensee of POM’s technology services so long as Member is in good standing with POMIA and POMIA’s product providers. Currently the one-time fee is waived, so the Member will get free membership to utilize the POM’s technology services. POMIA and POM reserve the right to cancel the free membership on any Member with or without reason.
Member acknowledges that he or she shall not be required to purchase any life insurance, annuities or other products or services from POMIA or POM as a condition of this Agreement.
II. Covenants of the Member
The Member covenants and agrees not to represent himself or herself as an employee, owner, partner or agent of POMIA. The Member covenants agrees not to present himself or herself to third parties as one who has the authority to make or execute contracts, agreements, covenants or obligations on behalf of POMIA. The Member covenants and agrees to become life insurance licensed, if he or she is not already life insurance licensed, within 90 days of becoming a Member hereunder. The Member covenants and agrees to be appointed and coded under POMIA’s contracts with its affiliated insurance companies. The Member covenants and agrees to comply with all local, state, federal and international statutes, laws, ordinances and regulations in conducting his or her business under this Agreement. The Member covenants and agrees that he or she will not represent POM or POMIA as a franchise opportunity. Member covenants and agrees that he or she shall not pay any person to become a Member of POMIA or POM. The Member covenants and agrees that the only compensation that will be paid to any new Member will be commissions on insurance sales made by the new Member after becoming duly licensed and appointed. The Member covenants and agrees that he or she shall not represent to prospects he or she may solicit to become a Member with POMIA or POM that the prospect will be compensated based on the number of persons they recruit to join POM and/or POMIA. The Member covenants and agrees that he or she shall not represent to any prospect that the prospect will be compensated on any basis other than by commissions on insurance sales that the new Member shall make after being duly licensed and appointed. The Member covenants and agrees that he or she shall operate his independent business to market insurance products of POMIA’s product providers to the general public. The Member covenants and agrees to be solely responsible for payment of all federal, state and local taxes based on business, sales or income obtained by the Member under this Agreement. (This includes, but is not limited to, federal, state and local income taxes, capital gains taxes, dividends taxes, payroll taxes, self-employment taxes, unemployment taxes, sales taxes, franchise taxes, intangible taxes, state and local personal property taxes.) The Member covenants and agrees not to share or pay any insurance commissions to any person who is not duly licensed and appointed. The Member covenants and agrees to comply with all policies, procedures, rules, regulations and compliance guidelines of POMIA and of all of its affiliated insurance companies with whom the Member may be appointed under POMIA. The Member covenants and agrees not to use any advertising or promotional material other than those provided or approved by POMIA or its affiliated insurance companies. The Member covenants and agrees not to use any advertising media, including but not limited to the internet, email, SMS, texting, websites and social media, to solicit new Members or to market life insurance products under this Agreement without prior approval from POMIA and/or POMIA’s product providers.
III. Duties of the Member
The Member shall not place his or her financial interest ahead of his or her client’s interests at any time and shall strive to keep the client’s interests paramount at all times. The Member shall conduct his or her independent insurance business in a legal, ethical, honest and fair manner and in the best interest of his or her clients, POMIA and POMIA’s product providers. The Member shall not misrepresent any product or service offered by POMIA, POM and POMIA’s product providers. The Member shall fully and accurately disclose all benefits, features and costs of any insurance product recommended to a client. The Member shall not solicit or accept any funds from a client that are not made payable directly to a POMIA product provider by check or direct deposit. The Member shall submit within 24 hours of completion by the client all applications for insurance policies solicited hereunder to POMIA’s affiliated insurance companies. The Member shall promptly obtain cooperation from clients to obtain all underwriting requirements necessary for underwriting approval. Member shall, within 24 hours of policy receipt make arrangements with the policy owner to deliver and obtain delivery receipts for all issued policies. The Member shall at all times remain current on continuing education requirements so as to remain knowledgeable in representing POMIA and its product providers. The Member shall be responsible for the training and supervision of his or her downline Members. Should POMIA change its association with any insurance company, the Member shall transfer his or her appointments and coding to POMIA’s new affiliated insurance company. The Member shall be responsible for obtaining and maintaining all licenses and permits required by the appropriate governing authorities in doing business under this Agreement. The Member shall be responsible for obtaining Errors and Omissions insurance coverage for his or her POMIA related insurance marketing activities on terms that are compliant with POMIA’s Compliance Manual naming POMIA, its officers, directors, employees, agents and affiliated insurance companies as additional insured parties. The Member shall protect and preserve the reputation, integrity and dignity of POMIA and its product providers at all times and shall immediately report to POMIA any improper behavior, violations, citations, warnings, for which Member has knowledge. The Member shall at all times be in compliance with any and all Compliance Manual policies, procedures, rules and guidelines as may be published or revised from time to time by POMIA at
https://pom365.com and POM at
https://peaceofmind.space .
IV. Authority of the Member
The Member is authorized by POMIA to solicit from the general public applications for life insurance, annuities, accident and health insurance and any other financial products that may be provided by POMIA and its affiliated insurance companies for which the Member is properly licensed, appointed and coded under POMIA. The Member has no authority to, and cannot, bind POMIA or its affiliated insurance companies to any insurance policy or other financial instrument without the written consent of POMIA and/or its affiliated insurance companies. The Member is authorized to solicit non-Members to become new Members of POMIA and to become technology services licensees of POM. The Member shall be able to sponsor any such non-Members for licensing and/or appointment with POMIA and its product providers. The Member shall have no authority to make any representations to non-Members on behalf of POMIA concerning reimbursement of insurance licensing expenses or any other terms or conditions related to Members except as may be expressly permitted under POMIA’s Compliance Manual.
All new Members must certify that they currently meet, or shall meet within 90 days of joining POMIA, the requirements and qualifications necessary to become a Member of POMIA and/or licensee of POM under the terms of this Agreement, including obtaining all necessary licenses and appointments. In order to become Members of POMIA and POM, all recruits must execute this Agreement and pay the one-time POM technology fee online at
https://peaceofmind.space or
https://pom365.com (Again, currently the one-time fee is waived, so the Member will get free membership to utilize the POM’s technology services. POMIA and POM reserve the right to cancel the free membership on any Member with or without reason.) Once accepted as a Member by POMIA, the recruit shall become a Member in the downline of the Member who recruited him and become a licensee of POM. The Member’s authority under this Agreement shall extend no further than is stated in this paragraph.
V. Compensation of Member
The Member’s compensation shall be determined by his contract level authorization submitted to POMIA by the Member’s upline recruiting Member. The Member’s compensation shall be computed in accord with POMIA’s current Member Promotion Guidelines which is published on POMIA’s website:
https://pom365.com . POMIA will pay commissions as LOA to the Member semi-monthly computed on the Member’s contract level percentage times the net paid target or effective street level commissions received by POMIA during the previous semimonthly pay period. The Member will become entitled to override commissions for any Members that he or she recruits, trains and supervises on an ongoing basis. Any such override commissions shall be computed and paid pursuant to the Member’s contract level. The Member hereby agrees that any debit for chargeback from the insurance company for business upon which the Member has been paid, or for which a Member’s downline Member has been paid, or any other obligation due from the Member to POMIA, may be offset against compensation due to the Member from POMIA.
POMIA, at its sole discretion, reserves the right to prospectively change the company compensation plan without prior notice to or consent from its Members. Should the Member fail to transfer his or her license and appointments when notified that POMIA has changed its insurance company association, the Member will lose all rights to compensation due hereunder. Should the Member’s insurance license or appointment be terminated or suspended for cause, POMIA shall not pay any compensation to the Member until said Member is re-licensed, re-appointed or taken off suspension by the appropriate licensing authority, insurance company or POMIA.
VI. Advances to Member
Commissions would normally be paid as earned. POMIA will pay commissions to the Member’s contract level as set forth under Paragraph IV above. Any commissions paid to Member by POMIA shall become debts owed to POMIA by the Member which debts Member agrees to repay should the policies cancel or lapse within the first 12 months after issuance; or, to the extent that POMIA is charged back any commissions from the insurance companies. Should the Member’s downline Members have chargebacks for commission paid to the Member’s downline Members, to the extent that any such chargebacks are not promptly re-paid by said downline Members on demand, then any such unpaid downline Member’s debits for commissions shall be rolled up to the Member, who shall be responsible for repayment. The Member hereby grants POMIA a lien on his or her unpaid commissions for new business and/or renewals and acknowledges that POMIA may apply any such commissions or renewals it receives to repay unpaid debits made to Members or the Member’s downline Members. The Member agrees that he or she personally guaranties repayment of any unearned commissions paid to the Member or his downline Members. POMIA, at its sole discretion, reserves the right to change the company advance payment policy without prior notice to or consent from its Members.
VII. Member’s Bill of Rights
The Member may not be terminated by POMIA except For Cause as defined hereunder. POMIA authorize Director to demote their Member downlines to a lower pay level as defined in Member Promotion Guidelines. POMIA has no exclusive territories. The Member may do business in any state or country in which the Member is duly licensed, appointed and coded under POMIA’s affiliated insurance companies.
VIII. Duties of POMIA and POM
POMIA shall offer, on a regular basis, training and assistance to the Member in marketing the financial products of its product providers to Member’s clients. POMIA shall utilize its resources and talents to upgrade and improve its financial programs, technology, training and financial products available to Member and shall make same available to Member on POM. POM shall maintain and make available website and its business monitoring program to Members in good standing with POMIA.
IX. Member’s Grounds for Sanctions
- Failure to conform to market conduct and/or compliance standards of appropriate governmental regulatory and/or licensing authorities.
- Abandonment or disregard of a client’s interests.
- Replacement of business written with POMIA’s product providers.
- Recruiting agents currently licensed by POMIA’s product providers or under another POMIA Member.
- Utilizing non-approved advertising or promotional materials.
- Utilizing non-approved advertising or promotional media.
- Failure to obtain and maintain all required licenses and permits.
- Failure to obtain and maintain approved errors and omission insurance.
- Misrepresentation, fraud, unethical or illegal business practices.
- Failure to comply with the policies, rules, regulations, and guidelines of POMIA or its product providers.
- Commission of a felony or acts of moral turpitude.
- Sanctioning by any governmental licensing authority.
- Failure to properly train, supervise and assist Member’s downline Members.
- Intentional breach of Member’s Covenants hereunder.
- Intentional breach of Member’s Duties hereunder.
- Knowingly exceeding Member’s Authority hereunder.
- Poor insurance business persistency below 78.2% over any 24 month rolling period.
- Poor placement of insurance applications below 70% over any 24 month rolling period.
- Failure to maintain in force insurance policies to non-POMIA members at 70%.
- Failure to follow approved POMIA & POM recruiting guidelines and policies.
- Failure to promptly report to POMIA & POM any for cause violation whether by the Member or another Member.
- Failure to fully and promptly cooperate with POMIA Compliance investigations of POMIA Member violations.
- Failure to promptly comply with any sanctions imposed by POMIA & POM.
POMIA may sanction the Member, pursuant to the guideline and procedures contained in the POMIA Compliance Manual, upon any one or more of the following acts or occurrences by the Member: Without limiting its authority to terminate the Member for cause on any of the above grounds, POMIA reserves the right to issue sanctions including but not limited to: warnings, impose fines, order suspensions, deny POM website and POMIA website access, suspend compensation, modify or suspend advances, place Members on probation and/or heightened supervision, reassign Members to other field directors and impose such other disciplinary sanctions as POMIA may from time to time, in its sole discretion, determine appropriate. Failure by POMIA to impose sanctions at any time for any for cause violation by a Member does not waive POMIA’s rights to impose sanctions at a later date hereunder.
X. Termination of Agreement
This agreement shall terminate upon any of the following events: (1) The death of the Member (except for his or her heirs’ vested rights, if any, hereunder); (2) If the Member becomes permanently disabled or incapacitated so that he or she cannot perform his duties hereunder; (3) Should POMIA cease doing business with its product providers and fail to become affiliated with another insurance company within a year; (4) Upon the written resignation of Member; or, (5) Upon the For-Cause Termination of the Member by POMIA. Member consents and agrees that all Covenants and Duties of the Member hereunder shall survive termination of the Member.
XI. Covenants of Member upon Termination
Member covenants and agrees that, should this Agreement terminate pursuant to Paragraph X above, or otherwise by action of law, Member shall:
- Return all marketing materials, recruiting materials, training materials, sales manuals and forms, website access passwords, and any other materials or documents generated by POMIA or POM for the benefit and use of Member, within 24 hours of termination.
- Immediately resign from all appointments with POMIA affiliated insurance companies and cease and refrain from all sales activities with POMIA’s insurance affiliates.
- Turn over all active client files, leads and applications in underwriting to a POMIA for reassignment to another Member.
- Abide by all Covenants and Duties hereunder that survive termination of Member.
- Not disclose any confidential or proprietary information by, from or about POMIA, POM or POMIA’s business operations that was obtained by the Member while a member of POMIA (unless said information is generally known or has been disclosed to the public).
- Not replace or exchange any insurance business generated by the Member or his downline recruits for a period of twenty four (24) months after termination.
- Not seek appointment with any POMIA affiliated insurance company for a period of twelve months after a For-Cause Termination or for a period of six (6) months after a voluntary resignation from POMIA.
- Not to solicit POMIA Members to leave POMIA to become appointed, coded or licensed under Member with any other insurance company or agency within twenty-four (24) months after Termination (except for former Members that Member’s recruited prior to joining POMIA).
- Not disclose his or her access password to anyone or access POM for any purpose.
- Not to defame or slander POMIA.
- Not to sue POMIA, POM or any of its officers, directors, employees or agents except as may be permitted under Paragraph XII hereunder.
XII. Resolution of Disputes/Arbitration Agreement and Class Action Waiver
All disputes, claims, demands, causes of action, or controversies between Member on the one hand, and POMIA/POM, its or their officers, directors, employees, members, or Members on the other, relating to POMIA or POM, its or their products, this Agreement, the rights and obligations of Member, or any other claims or causes of action relating to the business of POMIA and/or POM, will be resolved in a binding, confidential, individual, and fair arbitration process, and not in court. This agreement to arbitrate applies to all disputes regardless of whether the dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence, or any other legal or equitable theory).
Member understands that there is no judge or jury in arbitration, and court review of an arbitration award is limited. The only exceptions to this are that (i) each party retains the right to sue for damages in small claims court if the limited jurisdiction of such court is satisfied and, if no party must engage legal counsel to represent it; (ii) each party may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights; and (iii) POMIA/POM may apply to and obtain from any court having competent jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction, or other equitable relief available to safeguard and protect its or their interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding. Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over arbitrability shall be resolved by the arbitrator.
Any arbitration falling within the above provision will be conducted in accordance with the Federal Arbitration Act and the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”). The arbitration will be conducted by a single AAA arbitrator who shall have experience in resolving disputes in the multi-level marketing and/or life insurance sales industries. If an in-person arbitration hearing is required, that hearing will take place in San Mateo California. To begin an arbitration proceeding, the aggrieved claimant must file a Demand for Arbitration in accordance with the Rules and provide a copy of the Demand to the respondent. If a demand is made of POMIA or POM, the Demand must be sent to: POM Insurance Agency Inc, 2955 Campus Drive, Suite 110, San Mateo, CA 94403. The decision of the arbitrator shall be rendered in writing, it shall be final and binding on the parties, and it may, if necessary, be reduced to a judgment in any court of competent jurisdiction. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement.
Any arbitration proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action, regardless of whether the procedures or rules of AAA would allow such an action. Under no circumstances shall an arbitration proceed on a class basis without POMIA’s and POM’s express consent. To the maximum extent permitted by applicable law, the arbitrator may only award legal or equitable remedies that are requested by Member, POMIA and/or POM to satisfy the claimant’s individual claims that the arbitrator determines are supported by credible relevant evidence. Further, to the maximum extent permitted by applicable law, Member, POMIA and/or POM expressly waive their rights to seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (i.e., private attorney general actions), or to seek relief on a class or representative basis as a plaintiff or class member.
If a dispute arises, Member, POMIA and/or POM must commence arbitration of the dispute within two (2) years from when the dispute first arose. If applicable law requires Member, POMIA and/or POM to bring a claim for the dispute sooner than two years after the dispute first arose, Member, POMIA and/or POM must start arbitration within that earlier time period. The failure to timely commence an arbitration shall bar all claims.
Although POMIA and/or POM may revise the terms and conditions governing the rights and duties of Member in its discretion, POMIA and/or POM do not have the right to alter this agreement to arbitrate or the rules specified herein with respect to resolution of a dispute once that dispute has arisen.
If any provision of this binding individual arbitration agreement is found invalid, unenforceable, or illegal, then Member, POMIA and/or POM agree that the offending provision will be severed and the rest of the agreement shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the class action waiver is found invalid, unenforceable, or illegal, Member, POMIA and/or POM agree that it will not be severable; instead, this entire binding individual arbitration agreement will be void and unenforceable and any dispute will be resolved in court subject to the venue and choice of law clauses specified in this Agreement. Under no circumstances shall arbitration be conducted on a class basis without POMIA’s and/or POM’s express consent.
XIII. Choice of Law/Venue in San Mateo California
This agreement will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. For any cause of action that Member or POMIA/POM asserts not to be subject to the agreement to arbitrate disputes, other than suits in small claims court as provided in Paragraph XII above, such claims must be brought and litigated in the Superior Court of San Mateo County, California, or, if original or removal jurisdiction exists in federal court, in the United States District Court for San Francisco California. Member, POMIA and POM consent to jurisdiction and venue before such courts. The following miscellaneous provisions shall apply:
- Modifications. POMIA and POM shall not be bound by any promise, agreement or understanding heretofore or hereafter made, unless made in writing and signed by the President of POMIA & POM expressly stating by its terms its intention to modify this agreement.
- Indebtedness. Any indebtedness of Member to POMIA shall be considered a personal debt of the Member to POMIA payable upon demand without presentment. As security for any such indebtedness, POMIA shall have a first lien upon any compensation payable to the Member under this agreement and POMIA may deduct same from any such compensation due the Member.
- No Waiver. The failure of POMIA to enforce any provision of the agreement or any policy, procedure, rule or regulation that it may promulgate, shall not constitute a waiver thereof.
- Entire Agreement. This Agreement and any exhibits as may have been referenced herein, together with the policies, procedures and rules of POMIA and POM, if any, as may be promulgated from time to time on the POM website at POMspace.com or POMIA website at POMIA365.com, supersedes all prior agreements between POMIA and the Member and supersedes all negotiations and communications prior to the signing and acceptance hereof.
- Construction. Should any part of this agreement be deemed, held or ruled to be invalid, illegal or otherwise unenforceable, the remainder of this agreement shall remain in full force and be enforceable by its terms without the stricken portions.
- Offer and Acceptance. This Agreement shall be executed electronically by Member via POMIA’s and POM online web site at https://peaceofmind.space or https://pom365.com. When executed and electronically submitted by Member to POMIA, this Agreement will constitute an offer by Member to become a Member with POMIA and a member of POM as per the terms and conditions herein above stated. Said offer shall be deemed accepted by POMIA and POM unless: (1) Member withdraws this offer in writing and delivers said withdrawal notice prior to receiving his password and using it to logon to POMIA’s and/or POM’s email or website; or, (2) Member cancels his electronic payment authorization of the POM technology fee with his credit card provider; or, (3) POMIA notifies Member of its rejection of his offer to join POMIA within Ten (10) Days of Member’s acceptance date.
- Right to Rescind. Member may for any reason rescind this offer to join POMIA and POM by providing written notice of said rescission via email to payment@pom365.com within Ten (10) Day of his acceptance date indicated herein.
- Right to Refund. Currently the one-time fee is waived, so no refund needed.
- Valuable Assets of POMIA & POM. The Member understands and acknowledges that POMIA & POM has developed, through the expenditure considerable sums of monies, and owns, the following valuable, special and unique assets: i) a competent network of contractually affiliated sales monies, and/representatives, which representatives are located throughout the United States, and certain of its Territories, but are and have been organized and trained, with the result that POMIA & POM is a highly effective marketing organization; ii) a lasting and sophisticated relationship with the Product Providers; and iii) the Customers particularly insofar as POMIA & POM receives its primary compensation from sales of Products and Services to such Customers. The Member understands and acknowledges that the commissions the Member earns from the sale of Products and Services constitute, in part, compensation for producing the property rights of POMIA & POM in its network of contractually affiliated sales Members/ representatives and in the Products and Services sold by the Member or his/her Downline Member and for the Member’s agreement herein not to violate or interfere with such property rights and not to breach the covenants set forth below.
- Customer Non-Replacement. Absent the issue of the then current suitability of the product for the Customer, the Member covenants that he/she will not, at any time during the term of this Agreement, and for a period of two (2) years thereafter, directly or indirectly, individually or in concert with another, induce or attempt to induce any Customer to terminate, reduce coverage under or replace any of the Products and Services which have been sold by the Member or his/her Downline Member. the term "Customer" shall be limited during the two (2) year period after the Termination to those Customers i) to whom the Member or his/her Downline Members sold Products and Services and iii) who reside, at the time of the inducement or attempted inducement, in the geographical area within fifty (50) miles of the location Member office(s) during the eighteen (18) month period preceding Termination of this Agreement. The Member understands and acknowledges that this is a non-replacement covenant. For purposes of this Agreement, the Member’s office shall mean that office or offices from which the Member during the eighteen (18) month period preceding Termination of the Agreement, conducted his/her business operations as a Member of POMIA & POM. The Member agrees and acknowledges that a breach of the Member’s promise in this Section would constitute wrongful interference with contractual rights of POMIA & POM.
- Member Non-Recruitment. The Member covenants that he/she will not, at any time during the term of this Agreement, and for a period of two (2) years thereafter, directly or indirectly: i) induce or attempt to induce any person who is contractually affiliated with POMIA & POM as a Member or in other capacity, or any member of POMIA & POM’s administrative staff, to terminate their relationship with POMIA & POM; or ii) hire, induce or attempt to hire or induce any such persons to sell or solicit products and services which are competitive with the Products and Services for any person or entity other than POMIA & POM. The Member’s covenants in the preceding sentence are limited and only apply with respect to any person that resided in or engaged in business activities in the geographic area within fifty (50) miles of the location of the Member’s office(s) during the eighteen (18) month period preceding Termination of this Agreement. The Member acknowledges that any violation of this Section by the Member with respect to any member of POMIA & POM’s network of contractually affiliated sales Member/representatives constitutes wrongful interference with POMIA & POM’s contractual relationship with such persons and with POMIA & POM's and the Product Providers' administrative staffs.
- Non-Disclosure Covenant. The Member will not use, disseminate or reveal, other than on behalf of POMIA & POM as authorized by POMIA & POM or the Product Providers, while this Agreement is in force, or within two (2) years after Termination of this Agreement, any confidential information or trade secrets of POMIA & POM or of the Product Providers, which the Member has or hereafter receives, including any Customer or list of POMIA & POM Member, whether obtained from POMIA & POM or any other person, or compiled by or on behalf of the Member; provided, however, that confidential information does not include information which becomes generally available to the public other than as a result of disclosure by the Member or any member of POMIA & POM’s network of contractually affiliated sales Members. The Member agrees that immediately upon the Termination of this Agreement he/ she will return all documents, files and lists containing any confidential information or trade secrets to POMIA & POM and the same shall not be copied or duplicated. For purposes of this Agreement the term "confidential information" means any and all confidential and proprietary data and information created by or belonging to POMIA & POM which has value to and are not generally known by the competitors or potential competitors of POMIA & POM now or hereafter acquired or disclosed to the Member.
- Non-Solicitation. The Member shall not, at any time during the term of this Agreement, directly or indirectly, individually or in concert with another, solicit or attempt to solicit, induce or attempt to induce any member of POMIA & POM’s network of contractually affiliated sales Members/ representatives to purchase any products and services other than the Products and Services.
- Covenants of Other Members and Harm to POMIA & POM. The Member acknowledges that all members of POMIA & POM’s network of contractually affiliated sales Members/representatives have executed agreements with POMIA & POM containing covenants identical or similar to the Covenants and that any act by the Member to induce or attempt to induce any member to breach any portion of his/her agreement with POMIA & POM would constitute wrongful interference with the contractual rights of POMIA & POM with such member. The Member acknowledges that POMIA & POM would suffer extremely costly and irreparable harm, loss, and damage if, during the term of the Covenants, the Member should violate any of said Covenants.
- Equitable Relief. The Member acknowledges and agrees that, in the event that he/she were to violate or threaten to violate any of the Covenants, POMIA & POM’s recovery of damages would be inadequate to protect POMIA & POM. Accordingly, the Member agrees that, in the event of a violation, actual or threatened, of any such Covenants, POMIA & POM shall be entitled to injunctive relief and specific performance, notwithstanding any other provision of this Agreement to the contrary. The Member acknowledges and agrees that injunctive relief and specific performance are appropriate and necessary in the event of a violation, actual or threatened, of such covenants because there may be no adequate remedy at law for violation of any of such Covenants in that, among other reasons, the property rights of POMIA & POM which are protected by such covenants are unique assets which cannot be readily replaced in any reasonable period of time or in any other way adequately protected.
- Reasonableness and Severability. The Member acknowledges that the Covenants do not restrict the geographic areas in which the Member may have Downline Members and in which the Member or such Downline Members may solicit for the sale of Products and Services and that members of POMIA & POM’s network of contractually affiliated sales Members/representatives frequently share offices with and have access to Customer information of other members, whether or not in the Member's hierarchy. Accordingly, the Member acknowledges and agrees that the Covenants would be reasonable even with a much broader geographical limitation. The Member understands that these Covenants constitute consideration for all post-termination accrual or payment of any commissions, including Override Compensation. The Member agrees that the Covenants are reasonable as to the Member and necessary to protect the interest of POMIA & POM and that POMIA & POM would not Member with the Member unless he/she entered into these Covenants. The Covenants and the acknowledgments and agreements contained in this Section are severable and separate, and should a court determine any covenant or portion thereof to be unenforceable, it shall not affect the validity of any other paragraph of this Agreement or portion thereof. The existence of any other claim or cause of action of the Member, whether predicated on this Agreement or otherwise, shall not constitute a defense to these Covenants or the acknowledgments.
- Collateral Consequences. In addition to the rights POMIA & POM has to enforce the Covenants, the Member agrees and understands that in the event of any breach by him/her of any of the Covenants or the provisions of this Section, whether during the term of or after the Termination of this Agreement, no further commissions shall accrue or be payable to Member by POMIA & POM, or shall be accrued or paid to reduce any Debit Balance, and any Debit Balance shall thereafter be immediately due and payable by the Member. Compliance with each of the Covenants is an express condition for the accrual, earning or payment of any commissions and Override Compensation by POMIA & POM and the parties do not intend for any payment provisions under this Agreement to be enforceable by the Member independent of his/her observance of these Covenants.
Member acknowledges that he or she has read and understood this Agreement in full and has been advised and afforded the opportunity to seek legal counsel and/or have this Agreement translated to his or her native language before signing.
- I have read the contract and agree to all provisions.
- I agree to comply with the Compliance Guidelines of POMIA & POM, including but not limited to the following:
- I will not solicit sales of insurance policies or securities, directly or indirectly, and I will not supervise agents, unless and until I am fully and properly licensed and appointed.
- I will not represent to a customer, or train other agents to represent to a customer, that an index life insurance policy or indexed annuity is a mutual fund.
- Upon approval from POMIA & POM, I will obtain copies of the applicable life insurance and/or annuity replacement procedures and forms, if any, required under the insurance laws of the state(s) in which I have an insurance agent license. I will review them and will comply with them. I will also truthfully and fully complete the information called for on a life insurance or annuity application and agent’s statement regarding replacements. I understand that under state insurance laws, "replacement" generally may include the purchase of a new policy where it is known or should be known to the proposing agent that, by reason of the new policy, an existing policy has been or is to be lapsed, forfeited, surrendered, terminated, reduced, or borrowed against.
- I will promptly deliver all policies and promptly remit all premiums.
- I will not use or provide any policy illustrations except those expressly authorized by the applicable life insurance company, POMIA and POM. I understand that illustrations of a life insurance policy are based on hypothetical rates, and do not represent past or future investment results. I agree I will not use or represent such policy illustrations except as authorized by the life insurance company, POMIA and POM.
- I understand that I must complete POMIA, POM and insurance companies required course(s), to include “Anti-Money Laundering”, either prior to obtaining a provider company appointment or within 120 days upon submitting paperwork to a product provider requesting an appointment.
Read, accepted, agreed, executed and delivered by Member by way of Member’s electronic signature executed and transmitted online to POM and POMIA’s website servers.