General Agent Agreement (44K)
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GENERAL AGENT AGREEMENT
THIS AGREEMENT, effective this 20th day of October, 2000, is made by and
among Nationwide Life Insurance Company, Nationwide Life and Annuity
Insurance Company, (collectively, "Nationwide") WADDELL & REED, INC. on its
own behalf and on behalf of its affiliated Corporate Insurance Agencies
(Collectively referred to as "Agency") and ("Broker/Dealer").
Nationwide hereby appoints Broker/Dealer and Agency (collectively, "General
Agent") as General Agent with the rights, powers, duties and liabilities set
forth herein. General Agent hereby accepts the appointment.
General Agent acknowledges, understands and agrees that although Nationwide
Life Insurance Company ("NWL") and Nationwide Life and Annuity Insurance
Company ("NWLAIC") are collectively referred to herein as "Nationwide", NWL
and NWLAIC are separate corporate entities, and that the rights and
obligations of each under this Agreement are to be exclusively determined on
the basis of which of the two entities (NWL or NWLAIC) is the issuing company
of the product(s) specified in Exhibit A, and being sold pursuant to this
Agreement.
Nationwide acknowledges, understands and agrees that although Broker/Dealer
and its affiliated Corporate insurance agencies are collectively, referred to
herein as "General Agent", Broker/Dealer and each of the Corporate insurance
agencies are separate corporate entities, and that the rights and obligations
of each under this Agreement are to be exclusively determined on the basis of
which of the entities is acting as agent with respect to the product(s)
specified in Exhibit A and being sold pursuant to this Agreement.
IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN MADE, THE PARTIES AGREE AS
FOLLOWS:
1. SCOPE. This Agreement shall supersede the General Agent Agreement by
and between Nationwide Life Insurance Company, Nationwide Life and
Annuity Insurance Company, and Waddell & Reed, Inc. dated December 6,
1999, and all other prior agreements between the parties, with respect
to the matters addressed herein. All of the insurance or annuity
products sold under this Agreement shall be referred to as "Contract(s)"
except when particular provisions relate solely to variable contracts
required to be registered under the Securities Act of 1933 ("1933 Act")
and/or the Investment Company Act of 1940 ("1940 Act") and such
contracts shall be referred to as "Variable Contracts". The Contracts
which may be sold under this Agreement are listed in the Compensation
Schedules which are included in Exhibit A. These Compensation Schedules
may be amended upon written agreement of Nationwide and General Agent.
In consideration of the services to be performed hereunder, Nationwide
agrees to pay General Agent compensation, in accordance with the
Exhibits to this Agreement, as may be amended from time to time by
mutual written agreement of the parties, based on purchase payments due
and received by Nationwide on Contracts issued upon applications
submitted either directly or through registered representatives and
agents, on or after the date of this Agreement.
2. EXCLUSIVITY. Except as otherwise provided herein, Nationwide will be
the exclusive provider to General Agent of the products specified in
Exhibit B for a period of five- (5) years. During this five- (5) year
period, General Agent will not offer any other competitor's products to
their clients, except as otherwise provided herein. Notwithstanding the
foregoing, this exclusivity provision will not apply to (a) clients
transferring similar investment products from one investment advisor
and/or broker-
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dealer to General Agent, but only to the extent of the transfer itself,
(b) products offered by General Agent's former affiliate, United Investors
Life Insurance Company, (c) additions made by General Agent clients to
products owned prior to the commencement of distribution of like Nationwide
products by General Agent pursuant to this agreement, (d) sales made in
New York prior to the development by Nationwide of replacement products
for sale in New York, and (e) sales made by new General Agent financial
advisors to prospects to which non-Nationwide products were offered prior
to their engagement by General Agent. General Agent will make a good
faith effort to monitor and report these exceptions to ensure that the
principle of overall exclusivity is maintained.
Nationwide will provide sufficient resources to fulfill mutually agreed
upon product feature, support and service level standards. It is
understood and agreed that such exclusivity shall terminate at General
Agent's option if (a) Nationwide fails to meet the agreed upon product
feature, support and service standards and (b) Nationwide experiences a
change of control involving an unaffiliated organization. Nationwide may
also terminate its exclusive relationship with General Agent if General
Agent fails to meet its obligations as set forth herein.
Notwithstanding the foregoing, if General Agent experiences a change of
control involving an unaffiliated organization and such organization
desires for General Agent to sell its products or the products of one or
more of its affiliates ("Acquirer Products"), this exclusivity provision
will not apply to the Acquirer Products. It is understood and agreed
that if such a change of control should occur, and General Agent
commences offering Acquirer Products, General Agent shall use its best
efforts to insure that Nationwide's products receive and maintain an
equitable competitive position in General Agent's distribution system
throughout the exclusive period. For purposes of this provision, an
"equitable competitive position" shall mean, the opportunity for
Nationwide to provide products with substantially similar costs,
features commissions, fund diversification and positioning as the
Acquirer Products. In the event such a change of control occurs and
General Agent commences offering Acquirer Products, the exception from
this exclusivity provision identified in section (b) of the previous
paragraph, regarding a change of control at Nationwide involving an
unaffiliated organization, shall cease to apply.
3. AUTHORITY. Agency and Broker/Dealer are hereby authorized, through
their individual agents ("Agents"), representatives or duly licensed
affiliated agencies who are duly licensed and registered as required by
law, to solicit and procure applications for the Contracts in accordance
with the terms and conditions of this Agreement, and are authorized in
connection therewith:
a. to collect purchase payments on Contracts for which applications
are submitted;
b. when requested and as directed by Nationwide to deliver Contracts
after the terms and conditions governing such delivery are completed,
provided that no such delivery of a Contract shall be deemed to
constitute a warranty by General Agent that such terms and conditions
have been complied with;
c. to perform any other act related to the Contracts that is
authorized in writing by Nationwide and is permissible under the law;
and
d. General Agent will pay all fees required to obtain and/or maintain
any licenses or registrations required by state or federal law for
General Agent and agents of General Agent. Nationwide will pay the
fees in connection with the initial appointment with Nationwide of
agents of General Agent. Any subsequent appointment fees will be the
responsibility of the General Agent or as mutually agreed upon with
Nationwide.
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