exv10w9



 




EXHIBIT
10.9


STAT #: 19-17-9121

SSN/TAX ID #: 33-0339296

DOC CODE: AAG

NAME: Agency Agreement

# OF PGS: 14 pgs total



Agency Agreement


Symetra Life Insurance Company



This agency agreement (“Agreement”) is executed by the undersigned party(ies) (hereinafter
collectively called “Agency”) and Symetra Life Insurance Company (hereinafter called “Company”). If
more than one agency is listed below, any reference in this Agreement to “Agency” shall be deemed
to refer to the appropriate Agency as the context requires. It shall consist of this page and the
pages identified by the following form numbers:




LSA-900



This Agreement applies to life and health insurance products issued by the Company (collectively
“contracts”) written by Agency on or after the effective date of this Agreement.



Agency is responsible for ensuring that no business is solicited until the effective date of this Agreement.




	 	 	 
	 
	 	 
	 
	 	 
	Signature 

	 	
	
 
	 	 
	(Agency Principal or Authorised Officer)

	 	Pat McCormick
	Doug Jackson

	 	Senior Vice President
	Senior Vice President

	 	Symetra Life Insurance Company
	 
	 	 
	 
	 	 
	Date Signed: March 10, 2006


	 	For Symetra Life Insurance Company
	 
	 	 
	 
	 	 
	 
	 	 
	Contracted Servicing Agency or Agent Name:

	 	Effective Date: March 10, 2006
	 

	 	 
	 

	 	(To be filled in by Symetra Personnel)






WM Financial Services, Inc.

WMFS Insurance Services, Inc.




19-17-9121




Symetra Stat Number

P.O. Box 34920

Seattle, WA 98124-1920




LSA-399 03/2006 WAMU




 









 





Symetra
Life Insurance Company

Terms and Conditions







General







	1.	 	Values Statement
	 
	 	 	The Company has a history, tradition and reputation for high ethical standards. Company and
Agency agree to adhere to the Values Statement, avoid conflicts of interest, and comply with
all applicable laws. The Company represents that the contracts and any material, supplies,
advertising, sales proposals or other printed matter mentioning the Company by name or
intending to generate an interest in the Company or its products provided or approved by the
Company shall comply, and shall be in continuing compliance with, all applicable federal and
state laws and regulations, and shall be filed with and approved by all governmental agencies
if and as required by law.
	 
	 	 	Both parties shall:






	 	a.	 	Act with integrity, which includes being honest with customers and with each other.

	 
	 	b.	 	Take appropriate actions, including having adequate supervision, to comply with applicable
laws.






	2.	 	Confidentiality
	 
	 	 	“Confidential Information” of any party shall mean ideas, expressions, trade secrets, customer
lists, products, policies, forms, business methods, business plans, software and information from
third parties (such as software and its related documentation) for which such party has a duty
of confidentiality, as well as information which from all relevant circumstances should
reasonably be assumed by a party to be confidential information, whether any of which is marked
“Confidential Information” or not. Each party will make reasonable effort to advise the other
party when information disclosed to the other party is Confidential Information. Confidential
Information relating to a party shall be held in confidence by the other party to the same
extent and in at least the same manner as such party protects its own Confidential Information,
but in no case to a lesser extent or manner than a reasonable degree of care under the
circumstances. Confidential Information shall not be disclosed to third parties without
specific written permission of the protected party. Each party shall, however, be permitted to
disclose relevant aspects of the other party’s Confidential Information to its officers,
agents, subcontractors and employees to the extent that such disclosure is reasonably necessary
for the performance of its duties and obligations under this Agreement; provided, however, that
such party shall take all reasonable measures (including in the case of any disclosure to third
parties receipt of a valid, executed non-disclosure agreement with such third party consistent
with this Agreement) to ensure that Confidential Information of the other party is not
disclosed or duplicated in contravention of the provisions of the Agreement by such officers,
agents, sub contractors, and employees.
	 
	 	 	The obligations in this Section 2 shall not restrict any disclosure by either party pursuant
to any applicable state or federal laws, or by order of any court or government agency
(provided that the disclosing party shall give prompt notice to the non-disclosing party of
such order) and shall not apply with respect to information which (1) is independently
developed by the other party without violating the disclosing party’s proprietary rights, (2)
is or becomes publicly known (other than through unauthorized disclosure), (3) is
intentionally disclosed by the owner of such information to a third party free of any
obligation of confidentiality, (4) is already known by such party without an obligation of
confidentiality other than pursuant to this Agreement or of any confidentiality agreements
entered into before the effective date of this Agreement as evidenced by the written records
of such party, or (5) is rightfully received by a party free of any obligation of
confidentiality.
	 
	 	 	The parties agree that they shall abide by the provisions of the Gramm-Leach-Bliley Act
(“GLB”) and other applicable privacy laws and shall each establish commercially reasonable
controls to ensure the confidentiality of the Confidential Information and to ensure that the
Confidential Information is not disclosed contrary to the provisions of this Agreement, GLB or
any other applicable privacy laws and regulations. Without limiting the foregoing, each party
shall implement such physical and other security measures as are necessary to (i) ensure the
security and confidentiality of the Confidential Information (ii) protect against any threats
or hazards to the security and integrity of the Confidential Information and (iii) protect
against any unauthorized access to or use of the Confidential Information. Each party shall have
the right, during regular office hours and upon reasonable notice, to audit the other party to
ensure compliance with the terms of this Agreement, GLB and other privacy laws and regulations.
	 
	3.	 	Company agrees that during the term of this Agreement and following its termination, Company
shall not solicit any customer of Agency who purchases any product from the Company under this
Agreement or under any previous agreement between Company and Agency or affiliates of Agency for
any additional product or service without





					
	 	 	 	 	 
	LSA-900 03/2006
	 	Page 1 of 13
	 	 






 









 







	 	 	Agency’s prior written consent; provided, however, that Company may offer additional products
or services to any such customers who become a customer of the Company through another agency
relationship.
	 
	4.	 	Status and Authority of Agency






	 	a.	 	Agency is an independent contractor, not an employee of Company, and has retained
its right to exercise exclusive and independent control of its time, energy and skill in
the conduct of its business.
	 
	 	b.	 	Agency is authorized to solicit applications for those life and health insurance
products issued by the Company that are listed on the attached Schedule pages; and to
collect initial policy premiums and account deposits, and such other premiums as may be
specifically authorized by the Company.






	5.	 	Agency has no authority to:






	 	a.	 	Make, alter or discharge any policy;
	 
	 	b.	 	Extend the time for payment of premiums;
	 
	 	c.	 	Waive or extend any policy provision;
	 
	 	d.	 	Incur any liability or expense on behalf of Company;
	 
	 	e.	 	Receive any money due or to become due to Company except initial policy premiums and
account deposits and other such premiums as may be specifically authorized by the
Company.






	6.	 	Agency shall promptly submit applications and remit premiums and deposits to Company at its Home
Office.
	 
	 	 	Agency shall be responsible to Company for the fidelity and acts of Agency representatives.
Agency is responsible for ensuring that no business is solicited by any representative until
that representative is authorized to represent the Company according to the applicable state
regulations and after the Agreement effective date. Compensation is earned on premiums received
after the Agency is appointed with the Company.
	 
	7.	 	Agency shall not pay or allow, or offer to allow, as an inducement to any person to insure
or enroll, any illegal rebate of premium or other consideration due, or any other inducement
not specified in the policy; nor make any misrepresentations or incomplete comparison for the
purpose of inducing a policyholder in any other company to lapse, forfeit or surrender
insurance.
	 
	8.	 	Agency shall not use any sales material, illustrations or advertisement in which Company or
its products is identified, unless it is provided to Agency by Company or the written consent
of Company is obtained. Neither party shall use the other party’s name or mark in any
advertising, written sales promotion, press releases or other publicity matters relating to
this Agreement without the other party’s written consent.
	 
	9.	 	The parties shall cooperate with each other to resolve customers’ complaints and disputes fairly
and promptly. Each party shall promptly notify the other party, in writing, if it receives notice of any
written customer complaint or any threatened or pending regulatory investigation or any
judicial or administrative proceeding, civil action or arbitration (each a “Proceeding”)
involving any policy marketed under this Agreement or any activity in connection with any such
policy. Each party shall furnish such other information relating to the Proceeding as the
other party reasonably requests.
	 
	10.	 	Without liability to the Agency, the Company may withdraw from doing business in any
jurisdiction, and may at its discretion withdraw, substitute, add or change rates on any plan
or plans.
	 
	11.	 	Except as expressly provided herein, this Agreement may only be amended by a writing signed by
all parties.
	 
	12.	 	Each party shall indemnify, defend and hold harmless the other party, its affiliates and
their respective directors, officers, employees and agents (collectively “Indemnified
Parties”) against any and all claims, suits hearings, actions, damages of any kind,
liability, fines, penalties, costs, losses or expenses, including reasonable attorney’s fees,
caused by or resulting from: (i) any negligence, error, omission, misconduct or other
unauthorized act by the indemnifying party or its employees or representatives, including but
not limited to independent contractors engaged by the indemnifying party to perform any of
its duties under this Agreement, and (ii) any breach by the indemnifying party of any of its
representations, or obligations under this Agreement.
	 
	 	 	After receipt by an indemnified party of notice of the commencement of any action with respect
to which a claim will be made against an indemnifying party, such indemnified party shall
notify the indemnifying party promptly in writing of the commencement of the action. The failure to so notify the indemnifying party shall not
relieve the indemnifying party from any liability which it may otherwise have to any
indemnified party except, and to the extent the indemnifying party is prejudiced thereby. In
any such action where the indemnified party has given the notice described in this Section 12,
the indemnifying party shall be entitled to participate in and, at its option, to assume
defense of the action. After notice to such indemnified party that the indemnifying party has
elected to assume defense of the action, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense other than reasonable costs of investigation.
	 
	13.	 	This Agreement shall be governed by and construed in accordance with the laws of the
state of Washington.





					
	 	 	 	 	 
	LSA-900 03/2006
	 	Page 2 of 13
	 	 






 









 









Compensation/Assignment







	1.	 	The Company may establish a reasonable minimum amount for compensation payments. If the
amount due is less than such sum, the balance will be carried forward to the next payment date
until the minimum amount is reached.
	 
	2.	 	Undistributed compensation in the hands of Company and its affiliates may be applied at any
time to and as an offset on any due and unpaid obligations of Agency to Company and its
affiliates. If compensation owed by Agency to company exceeds compensation payable to Agency,
then Agency will immediately repay Company compensation owed to Company upon notice to Agency
by Company.
	 
	3.	 	Neither this Agreement, nor any of the benefits to accrue hereunder, shall be assigned or
transferred, either in whole or in part by Agency, without prior written consent of the
Company, except in the case of an assignment or transfer to a property licensed affiliate
Agency. To the extent that any duties and responsibilities under this Agreement are delegated
to an agent or other subcontractor of either party, the delegating party shall remain
responsible for all acts or omissions of any delegate and shall take reasonable steps to
ensure that such agents and subcontractors adhere to the provisions of this Agreement.
	 
	4.	 	Company at any time, by written notice to Agency may change the compensation allowed under
this Agreement as to new business effective on or after the date of such notice.
	 
	5.	 	If Company returns any portion of the premiums on a policy previously issued, Agency will
pay to Company the compensation previously received with respect to the returned premiums,
not to exceed the amount paid to Agency. In addition, Agency will refund to Company
compensation on canceled insurance, and on reductions in premiums, at the same rate as those
on which compensation was originally received.
	 
	6.	 	Company will pay Agency both Base Commissions and Special Marketing Allowance (SMA) in
accordance with the usual payment cycle for compensation payments.








Termination







	1.	 	Commissions, sales fees, service fees, trails and any other compensation shall be payable after
this Agreement has been terminated on contracts sold by Agency prior to such termination in
accordance with the applicable schedules subject to any offset on any due and unpaid obligation to
the Company and affiliates. Payment of any compensation will be subject to all terms and
conditions of the Schedule(s) in effect at the time a contract was issued and provided Agency
maintains its continuing status as the servicing Agency..
	 
	2.	 	Except as otherwise provided, this Agreement may be terminated without cause by either of
the parties hereto by giving thirty (30) days’ prior written notice to the other party.
	 
	2.	 	This Agreement shall terminate immediately and the Agency shall forfeit any and all
compensation accruing hereunder, if any of the following acts are committed by the Agency
representatives (but not including acts committed by individual Agency representatives acting
without the knowledge and approval of Agency):






	 	a.	 	Withholding any property belonging to the Company after demand for its relinquishment
has been made by the company;
	 
	 	b.	 	Willfully misappropriating funds belonging to the Company;
	 
	 	c.	 	Committing any other fraudulent act against the Company or its policyholders;
	 
	 	d.	 	Doing any act which results in having the required license to act as an insurance
agent or broker canceled by any state insurance department;
	 
	 	e.	 	Encouraging Company customers to replace their Company products through systematic
campaigns of replacement evidenced by written memoranda, instructions, sales guides, or
incentive compensation designed to encourage such replacement; and
	 
	 	f.	 	Making any representation or doing any act injuring the business or reputation of the
Company.




THE FAILURE OF EITHER PARTY TO ENFORCE ANY PROVISION OF THIS AGREEMENT SHALL NOT CONSTITUTE A
WAIVER BY EITHER PARTY OF ANY SUCH PROVISION. THE PAST WAIVER OF A PROVISION BY EITHER PARTY SHALL
NOT CONSTITUTE A COURSE OF CONDUCT OR A WAIVER IN THE FUTURE OF THAT SAME PROVISION.




					
	 	 	 	 	 
	LSA-900 03/2006
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