UNI Worldwide Financial Marketing

THIS AGREEMENT is made by and between UNI Worldwide Financial Marketing (hereinafter referred to as "UNI"), and the undersigned individual (hereinafter referred to as the "Associate"). WHEREAS, the Associate desires to become a member of UNI's independent sales force (hereinafter referred to as "World Wide Financial Marketing Co." and further defined herein) which will be composed of a group of independent contractors ("Members") who enter into agreements with UNI according to which they become authorized to engage in the business of selling products including Insurance as well as other Financial Products and Services, as defined herein offered by UNI, through affiliated companies ("UNI Affiliated Companies"). For purposes of this Agreement, any reference hereinafter made to UNI shall be deemed to constitute a reference to all UNI Affiliated Companies; and WHEREAS, UNI has established a contractual relationship with one or more companies (collectively, the Product Providers•, or individually, a "Product Provider") authorizing UNI or the members of UNI to market and sell various Products and Services and to recommend and designate members of UNI for an appointment with the Product Providers as Independent Sales Representatives concerning such various Products and Services; and WHEREAS, UNI is continually recruiting new members to UNI and desires to have the Associate become a member of UNI by entering into a written agreement with the Associate which establishes and defines the terms and conditions of the Associate membership with UNI;
NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, and intending to be legally bound hereby, UNI and the Associate agree as follows: I. Membership in UNI Worldwide Financial 1. The Associate hereby agrees to abide by the terms and conditions as hereinafter outlined in this Agreement. The Associate understands that UNI has the right to promulgate and publish rules and requirements relative to his/her relationship with UNI. UNI expressly reserves its right to have final approval and control over all contracts, rights, and obligations that relate, in any way, to the Associate’s relationship with UNI. 2. There are two (2) types of Members in UNI: Dedicated and Non-Dedicated. Dedicated Members are certain personnel who have decided to market for sale only those Products and Services marketed by UNI. Non-Dedicated Members are certain personnel who have decided to market the Products and Services and other Products and Services not marketed by UNI. Although the membership terms of Dedicated and Non-Dedicated Members will be identical in some respects, Dedicated members will be accorded certain benefits not available to Non-Dedicated members. Such benefits are described herein and in Associate Agreement Rules and Guidelines as published from time to time by UNI. The Associate hereby elects to be a Dedicated Member or a Non-Dedicated Member as indicated on the signature page of this Agreement.
II. Associate’s Duties as A Member
1. As a member of UNI the Associate promises that he/she will do the following:
1. Use his/her best efforts to sell and promote the sale of the Products and Services;
2. If a Dedicated member, not be involved or associated in any manner with any hierarchal sales organization of any kind in which commissions are paid based on multi-generational levels;
3. If a Dedicated member, not market or sell any products or services other than the Products and Services;
4. If a Non-Dedicated member, Associate agrees to disclose and notify UNI in writing as to the general nature of Associate’s involvement and/or affiliation with any other business or company;
5. Not market or sell any products or services to any member or prospective member of UNI;
6. Preserve the good name and reputation of UNI and not do anything that will damage the name and reputation of UNI;
7. Comply with all rules and guidelines outlined in the Associate Agreement Rules and Guidelines currently published by UNI or as may be published from time to time by UNI;
8. Comply with all the terms and conditions of any contract(s) into which Associate enters with UNI and the Product Providers;
9. Participate in the training that will be provided by UNI;
10. Refrain from selling or soliciting for sale any Products and Services that require licensing or registration with a Product Provider or UNI until the Associate receives written notice from UNI or the Product Provider that the Associate has been approved to market such Products and Services;
11. Execute such further agreements and obtain such licenses that UNI determines to be required for the Associate to be lawfully authorized to sell any of the Products and Services; and
12. Diligently fulfill supervisory responsibilities concerning Downline Associates. 2. The Associate understands and acknowledges that UNI is in the business of assisting its members in building business to provide Products and Services to the consuming public and that these businesses are valuable assets of UNI.
The Associate acknowledges that UNI owns all rights in and to the following: (i) UNI, which, for purposes of this Section II B, includes all persons who have an in-force Associate Membership Agreement with UNI; (ii) the identities of and all lists of the members comprising UNI; and (iii) the identities of and all lists of the Customers of UNI (even though the Associate may not have recruited any of the members or produced any of the Customers) which constitute property owned solely by UNI. The Associate agrees that the Associate shall have no proprietary interest in, or ownership of, any Customers, other Associates of UNI including Downline Associates, or Products and Services. UNI shall have an exclusive proprietary interest in, or ownership, of all Customers, and contractual relationships with other associates and the Product Provider.
3. As a member of UNI, the Associate is not an employee of UNI. Instead, the Associate's relationship with UNI is that of an independent contractor. Nothing in this Agreement shall be construed to constitute the Associate as a partner, employee or agent of UNI, nor shall UNI, the Product Providers or the Associate have any authority, except as expressly provided herein, to bind the other, it is the intention that each shall remain an independent contractor responsible for his/ her actions. Subject to all applicable local, state and federal laws and regulations, this Agreement, Associate Agreement Guidelines and Rules, other instructions, procedures, etc., published by UNI and any contract(s) between the Associate and the Product Providers, the Associate shall conduct and control his/her business activities, work hours, selection of Customers, office location and sales methods. Even though a state license or form may designate the Associate as an "employee" of UNI or the Product Providers, such designation will not change the fact that by definition and by practice the Associate is an independent contractor. As an independent contractor, the Associate shall be responsible for paying any/all federal, state, city or other taxes that may become payable for any compensation the Associate may receive under the terms of this Agreement.
4. The Associate shall promptly pay all expenses relating to the performance of Associate's duties under this Agreement, including but not limited to indebtedness to UNI and premium costs of errors and omissions insurance required by UNI. The Associate shall be solely responsible for all his/her expenses, including but not limited to travel, entertainment, office, signs, telephone, education, dues, subscriptions, licenses, etc., and shall receive no remuneration or reimbursement of any nature whatsoever other than the commissions referred to herein. UNI shall not provide any facilities, furniture, or equipment to the Associate. The Associate shall provide his/her own office, telephone, supplies, transportation, and all other facilities which the Associate may deem necessary.
5. The Associate shall supervise the UNI-related activities of the Associate's Downline Associates and use the Associate's best efforts and continuing diligence in directing the Associate's Downline Associates to comply with their respective Associate Membership Agreements with UNI and in training and aiding the Associate's Downline Associates, all following UNI policies and procedures, including those contained in the Associate Agreement Rules and Guidelines. The Associate's fulfillment of such supervisory and training responsibilities is an essential requirement of the Associate's compliance with this Agreement.
6. The Associate shall, as required to, sell Products and Services, be duly licensed in each jurisdiction in which and from which Associate solicits, offers or obtains applications and orders for the purchase of Products and Services and in each jurisdiction, where required by law, in which and from which Associate receives any compensation, including Override Compensation. The Associate will bear the cost of all initial and renewal fees for licensing and registrations and will make payment as instructed by UNI.
7. The Associate shall maintain accurate and current records of all transactions entered into this Agreement. Such books and records shall conform to the requirements of federal and state laws, the rules and regulations of appropriate regulatory agencies and the policies and procedures of UNI and of the Associate's branch office to which the Associate reports. The Associate shall maintain an accurate and current file of all commission statements and other records and correspondences received from UNI. The Associate is responsible to notify UNI in writing within thirty (30) days of UNI mailing such statements, records and correspondence, if any of them is inconsistent with the Associate's records or, the opinion of the Associate, not accurate. As to any statements, records or correspondence furnished by or on behalf of UNI to the Associate, if the Associate does not furnish UNI with written objections or corrections within thirty (30) days of mailing by UNI, then the Associate shall be deemed to have approved such statements, records and correspondence as to any matter not objected to or corrected, and to have released UNI from liability and responsibility for all matter contained therein.
8. The Associate shall not use sales material of any kind which has not been approved in writing by UNI for such use, including but not limited to any type of form letter or correspondence. Without the prior written approval of UNI, the Associate shall not use any form of media, including but not limited to radio, newspaper, television, letters, business cards, letterhead, or photocopies, to promote sales. The Associate promises not to use the name "UNI World Wide Financial Marketing" in conjunction with any notation indicative of a business organization, such as "Corporation", "& Company", "Ltd.", "Inc.", or "& Associates", unless the Associate is specifically granted written permission from UNI to do so. The Associate may not appropriate the name "UNI" or " UNI World Wide Financial Marketing Co." for use in any corporate name, joint venture or partnership.
9. All activities conducted by the Associate under this Agreement shall be conducted in accordance with all applicable laws. The Associate also has the duty to faithfully abide by the rules and regulations set forth in the Associate Agreement Rules and Guidelines that may be issued from time to time, other instructions, procedures, etc., published by UNI as amended from time to time, and all applicable bulletins or memoranda issued by the Product Providers. The Associate shall immediately advise UNI of any action or fact whatsoever which comes to the Associate's knowledge which may possibly constitute a violation of any applicable laws or regulations with respect to UNI, the Associate or any party who is, has been, or maybe doing business with UNI. The Associate's failure to comply with, or failure to cause his/her Downline Associates to comply with this Agreement or Associate Agreement Rules and Guidelines constitute a material breach of this Agreement.
10. UNI has contracted with one or more insurance companies to provide UNI and its independent contractors with group plans for errors and omissions and fidelity insurance coverage. The Associate is required to participate in these group plans and monthly insurance premiums will be deducted by UNI from commissions due to the Associate. If the Associate's commissions are insufficient to cover the monthly insurance premiums, then UNI shall have the right to direct any UNI Affiliate to offset such deficit against any earned commissions due to the Associate, or at the option of UNI, the Associate may be billed for the total amount of accrued insurance premiums and such amount will be paid in full by the Associate within fifteen (15) days of the billing date, otherwise this Agreement may be terminated by UNI in its sole discretion. UNI specifically reserves the right to modify insurance premiums charged without prior notice.
11. Associate shall not take, undertake or engage, directly or indirectly, in any Prohibited Actions.
12. Associate acknowledges and agrees that all supplies, including but not limited to prospectuses, memoranda, visual aids, specimen plan forms, manuals, statistical and sales training and/or recruitment materials, vendor materials and brochures, furnished by UNI to Associate are and shall be the property of UNI and shall be returned promptly to UNI upon demand.
13. Associate shall comply with the terms, conditions and restrictions on use contained in any and all license or other contractual agreements between third party owners of any computer software and UNI, pursuant to which UNI has obtained the right to use such computer software. Associate further agrees to comply with the terms of any license or other contractual agreement into which Associate is required to enter with any third-party computer software owner.
14. Associate shall not violate the Covenants.
III. Associate's Compensation 1. The Associate acknowledges and understands that the Associate earns income only from the sale of the Products and Services and no income is earned by or paid to Associate for recruiting. The Associate's sole compensation under and during the term of this Agreement shall be commissions paid by, or caused to be paid by, UNI pursuant to this Agreement and paid in the manner provided in, and subject to the terms and conditions contained in, those Associate Agreement Guidelines and commission schedules which are published by UNI from time to time. The Product Providers are generally not obligated to pay the Associate any money. There is no guarantee that the Associate will be financially rewarded solely by virtue of becoming a member of UNI World Wide Financial Marketing Co.
2. UNI will publish Associate Agreement Guidelines and commission schedules from time to time which relate to sales position designations, performance standards, commission rates of UNI or the Product Providers and other matters affecting the terms of the members• compensation. UNI may, from time to time, in the exercise of its sole discretion, and without notice, increase or decrease the rates and amounts of commissions or the sales position of Associate; provided, however, that any such changes may be prospective only, but may affect any new business and any commissions earned thereafter on existing business.
3. Associate acknowledges and agrees that Associate's commissions are a share of UNI's commissions and Associate’s commissions are earned by and shall be payable to, associate only after all the following have occurred: i) the order or application for Products and Services submitted by Associate is accepted and approved by UNI or a Product Provider at its principal office, or by an approved UNI designee; ii) actual payment for the same has been made by and received from the Customer; and iii) UNI has received payment from a Product Provider, if applicable, of UNI commission (subject to the terms of this Agreement.)
4. Any money and value owed by Associate to UNI, any Debit Balance, and any money and value which has been advanced or credited by or on behalf of UNI, or for the benefit of, Associate, represents a loan and may be offset and deducted by UNI from any commissions or other money or value then or thereafter owned by UNI to Associate. UNI is hereby authorized by Associate to deduct from commissions due the amount of any commissions paid to Associate in connection with any payment or amount that UNI refunds to Associate's Customer.
5. All Debit Balances shall be repaid immediately by Associate upon notice thereof to Associate by UNI. Any Debit Balances not paid within thirty (30) days from the effective date of such notice shall bear interest from the end of such thirty (30) days at a rate equal to the maximum legal rate of interest provided by applicable law. From time to time in its sole discretion, UNI or a UNI Affiliate may cause a reduction in all or any portion of the Associate's Debit Balance in any of the following ways: i) by applying any commissions or other forms of compensation payable to the Associate by UNI to reduce the Associate's Debit Balance; or ii) by exercising any other legal rights and remedies available to UNI, including any rights or remedies that are included in Associate Agreement Guidelines and Rules. The Associate is also obligated to repay UNI for the Debit Balances of any of Associate's Downline Associates. The formula and procedure for this Debit Balance repayment is more specifically set out in the Associate Agreement Rules.
6. Except as otherwise provided in this Agreement, and subject to the terms of this Section III, if and when Associate qualifies for and attains certain sales position designations established by UNI from time to time pursuant to Associate Agreement Guidelines, Associate shall become Vested and entitled to receive commissions upon termination. However, Associate acknowledges and agrees that since Associate's commissions are a share of UNI's commissions, Associate shall, upon becoming Vested, be vested in commissions only to the extent that UNI actually receives commissions with respect to the applicable Customers from the Product Providers and Associate can legally receive such commissions. In the event that Associate, at the time of termination, has not qualified and attained the sales position designation(s) established by UNI as a condition to becoming Vested, Associate shall have no right to commissions or any compensation of any kind.
7. In the exercise of its sole discretion, UNI reserves the right to, and may, refund to any Customer all or any part of payments made by Customer, and Associate agrees to promptly reimburse UNI for its expenses in connection therewith. Associate further agrees to promptly repay UNI all commissions by Associate with respect to any refunds to Customers, and UNI is hereby authorized to deduct from any other commissions due or that may become due to Associate hereunder, the amount due to UNI for any such expenses or commissions to be repaid by Associate.
8. Except as set forth above in Sections III.A. and III.F., Associate shall receive no other compensation of any kind whatsoever under this Agreement. The Associate will not receive any fringe benefits under this Agreement whatsoever, including but not limited to insurance benefits, disability income, paid vacation, expense reimbursement or retirement benefits unless otherwise specifically provided for in this Agreement.
IV. Term and Termination 1. This Agreement shall continue in effect until Termination.
2. Upon the Termination of this Agreement, all commissions due to Associate prior to the effective date of termination of this Agreement shall be paid by UNI to Associate within a reasonable period of time. Except which are for commissions which Associate may become entitled to receive if Associate becomes Vested in accordance with Section III.F. of this Agreement, which is subject to Divestiture as defined in the Glossary, no further compensation, other than the commissions earned as of the effective date of Associate's Termination, shall be payable to Associate under this Agreement after Termination. However, UNI shall have the right to offset against any commissions, any Debit Balance, indebtedness owed by Associate to UNI, or any charges UNI deems appropriate to be charged to Associate. Upon termination of this Agreement, any Debit Balances then or thereafter outstanding, and any Debit Balances that may thereafter exist, shall without notice immediately become due and payable and shall bear interest at the highest rate permitted under applicable law until paid. Associate shall promptly surrender to UNI all books and records relating to UNI including but not limited to all applications and payments which Associate may have in his/her possession or under his/her control at the time of Termination.
V. Arbitration of Grievances The Parties agree that, except as specifically provided to the contrary in this Agreement, any Grievance shall be resolved exclusively by Good Faith Arbitration.
VI. Extraordinary Relief The Associate acknowledges that UNI would suffer extremely costly and irreparable harm, loss and damage if any of the provisions of this Agreement are violated by the Associate. The Associate agrees that UNI shall be entitled to seek Extraordinary Relief to temporarily enjoin violations by the Associate of this Agreement and that UNI may seek Extraordinary Relief in the federal and state courts of the State of Georgia, in any court of competent jurisdiction outside the State of Georgia, as well as in Good Faith Arbitration and if justice requires, in more than one of them, all without having to first comply with the requirements of Article V. The specifics of this Article VI shall not be deemed to preclude or narrow the judicial or arbitral powers regarding Extraordinary Relief.
VII. Associate's Promise to Indemnify and Assign
1. The Associate agrees to indemnify and hold harmless, from and against any and all Indemnified Losses which are incurred, sustained, suffered, or assessed against the Indemnified Party, or all or any combination thereof, because of, arising out of or as a result of any acts or omissions, including but not limited to a breach of Section II.N. or any breach of Associate's contract(s) with Product Providers, by the Associate and any of Associate's Downline Associates. The Indemnified Party shall be entitled to use counsel of its own choosing, shall be entitled to determine the validity of the Indemnified Loss and shall not be required to notify the Associate of the existence or progress of any claims or Indemnified Loss as a condition precedent to requiring payment by the Associate to the Indemnified Party for an Indemnified Loss. 2. To secure the Associate's promise of indemnification and the Associate obligation to repay his/her Debit Balance or his/ her Downline Associates' Debit Balances, the Associate hereby assigns to UNI, and grants, and agrees to, from time to time, execute any additional instruments or documents necessary to perfect, a continuing security interest to UNI in, all commissions (or advances thereon) otherwise payable to the Associate by UNI, to the extent necessary to satisfy UNI for any such Indemnified Loss or any such Debit Balance obligations. This assignment is given to UNI to secure the Associate's obligations as set forth above and elsewhere in this Agreement. UNI has the right to withhold commissions in connection with this indemnity.
VIII. Representations and Warranties
1. The Associate expressly represents and warrants that the Associate has the authority to enter into this Agreement and that the Associate is not and will not, by virtue of entering into this Agreement and consummating the transactions contemplated hereby, or otherwise, be in breach of, violate, or interfere with, any other contract, agreement, or business relations which the Associate has or had with any third party, company, agency, association, firm, person, corporation, or other entity. 2. Associate has not engaged in nor will engage in any business practice or behavior nor has taken nor will take any action which has or will result in any violation of any restrictions or covenants to which the Associate is subject pursuant to any agreement to which the Associate was heretofore a party.
IX. Miscellaneous
1. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in that certain Glossary and Explanation of Terms published by UNI and in effect as of the date of this Agreement, a copy of which the associate acknowledges receipt. The Glossary and Explanation of Terms are contractual supplements to this Agreement that are binding on the Associate and by this reference are made part of this Agreement. Any changes to the Glossary and Explanation of Terms shall be effective as of the date of general publication by UNI.
2. If any term of this Agreement controverts the express, or in the opinion of UNI's counsel, the intended provisions of any applicable regulatory authority or court decision, then said term shall be governed by said regulatory provision or decision and the subject term of this Agreement shall be deemed automatically amended or deleted as the case pertains. Should such amendment or deletion materially affect the substance of this Agreement, this Agreement shall be subject to immediate termination upon written notice to the other party.
3. The Associate understands that the eligibility requirements for the sales position designations of, “Marketing Director", "Senior Marketing Director”, “Executive Marketing Director", "CEO", and otherwise, as well as the obligations that are imposed upon the Associate in such positions, shall be as are published from time to time and that said requirements may be changed from time to time, by UNI, and that such designations are within the sole discretion of UNI.
4. All notices or demands hereunder shall be sent either by certified mail, return receipt requested, postage and certified fees prepaid, electronic mail or by overnight courier service, addressed as follows: if to UNI, addressed to Administrator of Contracts, UNI World Wide Financial Marketing Co. at its then principal home office address; if to an officer, director or employee of UNI, then addressed to that person c/o UNI Worldwide Financial Marketing ..; and if to the Associate, addressed to him/her at the address which appears on the first page of the UNI License Application Package. For purposes of this Agreement, the Associate shall maintain only one address at a time (the "Associate's Principal Address"), and shall immediately notify UNI of any change in the Associate's Principal Address.
5. This Agreement is not a franchise agreement and does not create a franchise relationship between UNI and Associate and if any provision of this Agreement is deemed to create a franchise between the parties, then those provisions shall be deemed void and unenforceable and shall not impact the validity of any other provision(s) of this Agreement.
6. The failure or delay by any party to insist upon strict performance of the terms and conditions of this Agreement shall not be deemed a waiver of any subsequent breach or default in the terms hereof. Any waiver must be in writing and signed by the party granting the waiver. Any waver granted by UNI must be signed by an officer designated by the President of UNI.
7. Titles and headings of sections and subsections of this Agreement are for convenience and are not intended to encompass all the provisions therein or to interpret such provisions.
8. If any part, section, clause, paragraph, term or provision of this Agreement shall be found to be void or unenforceable by any court or arbitration of competent jurisdiction, such finding shall have no effect upon any other part, section, clause, paragraph, term or provision of this Agreement.
9. The Associate may not assign any rights or delegate any duties under this Agreement except as expressly provided herein. UNI may, from time to time, desire to assign to its affiliates or others all or a part of its rights and obligations hereunder (a "future assignment"); and the Associate consents and agrees to any such future assignment and agrees that, after any such future assignment, UNI shall be released from all obligations and liabilities so assigned, so long as such obligations and liabilities are assumed by the assignee.
10. If any Party hereto commences an action or arbitration to enforce any of the provisions hereof, the prevailing Party in such action shall be entitled to an award of its reasonable attorneys' fees and all costs and expenses incurred in connection therewith.
11. This Agreement, including the Glossary and Explanation of Terms and any Associate Agreement Rules constitutes the entire agreement and understanding between the parties hereto, unless another agreement is executed simultaneously with or subsequent to this Agreement by the parties which makes specific reference to this Agreement and expressly supplements or modifies this Agreement. No change, amendment, termination or attempted waiver of any of the provisions here of shall be binding upon UNI unless in writing and signed by an officer designated by the President of UNI.
12. Since the parties acknowledge that significant aspects of the performance of this Agreement will occur in the State of Georgia, even though the business activities of the Associate may occur anywhere authorized, provisions of this Agreement (other than the provisions pertaining to the Covenants and Article II, Section N, as to which the parties do not specify an agreed-upon the choice of law) will be governed and construed under the laws of Georgia. If conflict or choice of law rules would choose a law of another jurisdiction; each party waives such rules and agrees (other than with respect to the Covenants and Article II, Section N) the substantive law of Georgia shall nonetheless govern. The parties agree that, without waiver of their rights and obligations under Section V., unless expressly provided to the contrary in this Agreement, the state and federal courts of Georgia shall have exclusive jurisdiction of any litigation between the parties and the Associate expressly submits to the jurisdiction and venue of the federal and state courts sitting in Gwinnett County, Georgia or Cobb County, Georgia with respect to any such litigation.
13. The Associate agrees that UNI shall have the right to run credit, employment and other financial and background investigations on the Associate at any time UNI deems useful, whether such investigation is conducted by UNI or by an outside service or third party. The Associate consents to such investigations and consents to the disclosure by any person or entity to UNI of any financial, background and employment information conducted by UNI or by an outside service or third party.
14. As a condition to becoming a member of UNI, the Associate is not required to purchase any of the Products and Services and is not required to pay UNI or the Product Providers any consideration except for the administrative fee to process his/her application for membership. Further, the Associate is not required to enter into any contract with UNI or the Product Providers in order to purchase any Products and Services.
15. The Associate irrevocably consents to and forever authorizes the use by UNI, or anyone authorized by UNI, its legal representatives or assigns, the absolute and unqualified right to use all photographs in which the Associate has appeared for UNI and reproductions thereof, in which the Associate has been included in whole or part, made through any media without inspection or approval of the finished product or use to which it may be applied, in any manner UNI may desire, factually or fictionally, including the right to make adaptations of said material of every and any kind and character. For such purpose UNI may adopt, arrange, change, dramatize, make musical versions of, interpolate in, transpose, add to, and subtract from such photographs and reproductions to such extent as UNI, in its sole discretion, may desire, and in any language; and, further to obtain copyright in all countries on such use by UNI of such material in any form and upon any and all adaptations thereof to renew such copyrights. The Associate releases and discharges UNI, its assigns, agents, or licensees from any and all claims and demands that the Associate may have, which arise out of or in connection with the use of such photographs or reproductions, including but not limited to, any and all claims of libel, slander and, invasion of privacy. The Associate further releases UNI, its assigns, agents, or licensees from any liability of alterations, optical illusion or faulty mechanical reproduction. The Associate is over eighteen years of age and has read the above authorization and release prior to its execution.
16. The Associate hereby elects to be: A Dedicated member or a Non-Dedicated member

UNI World Wide Financial Marketing Co.

GLOSSARY AND EXPLANATION OF TERMS

The following sections ("Sections") define and explain additional terms which apply to and are part of the Associate's Associate Membership Agreement ("Agreement").
1. "Advance Commissions". Any monies that may be paid to Associate as an advance against Associate's commissions, or Associate's Override Compensation, either or both of which are yet to be earned, that may become due and payable by UNI.
2. "Associate Agreement Guidelines" and "Associate Agreement Rules". Associate Agreement Guidelines are those guidelines published from time to time by UNI to associates containing sales position designations, performance standards, commission rates, and other matters affecting UNI associates' compensation. Associate Agreement Rules are those rules published in writing from time to time by UNI to associates containing certain additional requirements imposed on UNI associates as part of their contractual relationship with UNI. Associate Agreement Guidelines and Rules are contractual supplements to this Agreement that are binding on the Associate and by these references are made part of this Agreement. Associate Agreement Guidelines and Rules are not governed by the notice requirements of this Agreement; provided, however, that any changes set forth therein shall be effective as of the date of general publication.
3. "Corporate People". Any and all of the officers, directors and employees of UNI, whether present or past and whether in their individual or their corporate capacities.
4. "Covenants". Those covenants set forth below in this Section D.
1. Valuable Assets of UNI. The Associate understands and acknowledges that UNI has developed, through the expenditure of considerable sums of monies, and owns, the following valuable, special and unique assets: i) a competent network of contractually affiliated sales associates/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 UNI is a highly effective marketing organization; ii) a lasting and sophisticated relationship with the Product Providers; and iii) the Customers particularly insofar as UNI receives its primary compensation from sales of Products and Services to such Customers. The Associate understands and acknowledges that the commissions the Associate earns from the sale of Products and Services constitute, in part, compensation for producing the property rights of UNI in its network of contractually affiliated sales associates/representatives and in the Products and Services sold by the Associate or his/her Downline Associates and for the Associate's agreement herein not to violate or interfere with such property rights and not to breach the covenants set forth below.
2. Customer Non-Replacement. Absent the issue of the then current suitability of the product for the Customer, the Associate 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 Associate or his/her Downline Associates. In this Section D, the term "Customer" shall be limited during the two (2) year period after the Termination to those Customers i) to whom the Associate or his/her Downline Associates sold Products and Services; and
ii) who reside, at the time of the inducement or attempted inducement, in the geographical area within fifty (50) miles of the location of the Associate's office(s) during the eighteen (18) month period preceding Termination of this Agreement. The Associate understands and acknowledges that this Section D (2) is not a non-solicitation covenant; it is a non-replacement covenant. For purposes of this Agreement the Associate's office shall mean that office or offices from which the Associate, during the eighteen (18) month period preceding Termination of the Agreement, conducted his/her business operations as an associate of UNI. The Associate agrees and acknowledges that a breach of the Associate's promise in this Section D
(2) would constitute wrongful interference with contractual rights of UNI.
3. Associate Non-Recruitment. The Associate 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 UNI as an associate or in other capacity, or any member of UNI's administrative staff, to terminate their relationship with UNI; 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 UNI. The Associate'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 Associate's office(s) during the eighteen (18) month period preceding Termination of this Agreement. The Associate acknowledges that any violation of this Section D (3) by the Associate with respect to any member of UNI's network of contractually affiliated sales associates/ representatives constitute wrongful interference with UNI's contractual relationship with such persons and with UNI's and the Product Provider's administrative staffs.
4. Non-Disclosure Covenant. The Associate will not use, disseminate or reveal, other than on behalf of UNI as authorized by UNI 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 UNI or of the Product Providers, which the Associate has or hereafter receives, including any Customer or list of UNI associates, whether obtained from UNI or any other person, or compiled by or on behalf of the Associate; 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 Associate or any member of UNI network of contractually affiliated sales associates. The Associate 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 UNI 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 UNI which has value to and are not generally known by the competitors or potential competitors of UNI now or hereafter acquired or disclosed to the Associate.
5. Non-Solicitation. The Associate 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 UNI's network of contractually affiliated sales associates/representatives to purchase any products and services other than the Products and Services.
6. Covenants of Other Associates and Harm to UNI. The Associate acknowledges that all members of UNI network of contractually affiliated sales associates/representatives have executed agreements with UNI containing covenants identical or similar to the Covenants and that any act by the Associate to induce or attempt to induce any member to breach any portion of his/her agreement with UNI would constitute wrongful interference with the contractual rights of UNI with such member. The Associate acknowledges that UNI would suffer extremely costly and irreparable harm, loss and damage if, during the term of the Covenants, the Associate should violate any of said Covenants.
7. Equitable Relief. The Associate acknowledges and agrees that, if he/she were to violate or threaten to violate any of the Covenants, UNI's recovery of damages would be inadequate to protect UNI. Accordingly, the Associate agrees that, in the event of a violation, actual or threatened, of any such Covenants, UNI shall be entitled to injunctive relief and specific performance, notwithstanding any other provision of this Agreement to the contrary. The Associate 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 UNI 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.
8. Reasonableness and Severability. The Associate acknowledges that the Covenants do not restrict the geographic areas in which the Associate may have Downline Associates and in which the Associate or such Downline Associates may solicit for the sale of Products and Services and that members of UNI's network of contractually affiliated sales associates/ representatives frequently share offices with and have access to Customer information of other members, whether or not in the Associate's hierarchy. Accordingly, the Associate acknowledges and agrees that the Covenants would be reasonable even with a much broader geographical limitation. The Associate understands that these Covenants constitute consideration for all post-termination accrual or payment of any commissions, including Override Compensation. The Associate agrees that the Covenants are reasonable as to the Associate and necessary to protect the interest of UNI and that UNI would not associate with the Associate unless he/she entered into these Covenants. The Covenants and the acknowledgments and agreements contained in this Section D 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 Covenants and the acknowledgments and agreements in this Section D shall be construed as independent of any other provision in this Agreement, except (notwithstanding Article IX(G)) accrual and payment of commissions and Override Compensation. The existence of any other claim or cause of action of the Associate, whether predicated on this Agreement or otherwise, shall not constitute a defense to these Covenants or the acknowledgments.
9. Collateral Consequences. In addition to the rights UNI must enforce the Covenants, the Associate agrees and understands that in the event of any breach by him/her of any of the Covenants or the provisions of this Section D, whether during the term of or after the Termination of this Agreement, no further commissions shall accrue or be payable to Associate by UNI, or shall be accrued or paid to reduce any Debit Balance, and any Debit Balance shall thereafter be immediately due and payable by the Associate. Compliance with each of the Covenants is an express condition for the accrual, earning or payment of any commissions and Override Compensation by UNI and the parties do not intend for any payment provisions under this Agreement to be enforceable by the Associate independent of his/her observance of these Covenants.
5. "Customers". Any person, or entity, from whom any member solicits or attempts to solicit applications for Products and Services.
6. "Debit Balance". The balance remaining from time to time after subtracting the commissions and earned Commissions earned but unpaid, which are due and payable by UNI to Associate, from any money and value owed (regardless of whether it is then due or not) by Associate to UNI, including but not limited to expenses; license fees; commissions, and expenses that Associate is required to refund to UNI because of Customer cancellations, rights of withdrawal, non-renewals, terminations, lapses or otherwise; Advance Commissions; Debit Balances of Associate's Downline Associate(s); expenses and fees incurred by UNI in attempting to register prospective Downline Associates of Associate; UNI claims for indemnification against Associate; and other claims by UNI against Associate; and any and all money and value which may be paid, advanced, or credited by or on behalf of UNI, to, or for the benefit of, Associate.
7. "Divestiture". Notwithstanding anything in this Agreement to the contrary, the Associate forfeits his/her right to receive commissions if the Associate's Termination is "with Cause." Further, should Associate's Termination be with "without cause" but Associate subsequently violates or fails to comply with any promise, obligation, covenant, warranty or representation contained in this Agreement or in any Associate Agreement Guideline or Rule which survives the Termination of this Agreement, such violation or failure will result in the automatic forfeiture by Associate. Divestiture is at the sole discretion of UNI.
8. "Downline Associate". Any associate of UNI upon whose sales, fees or revenue production Associate is entitled to earn Override Compensation.
9. "Good Faith Arbitration". The procedures set forth in this Section I to resolve all Grievances, unresolved in the normal course of business, to the extent that any Party wishes to pursue the matter further.
1. General. All Grievances shall be resolved by Good Faith Arbitration in accordance with the Rules, except that, or in addition to such Rules: i) in order to assure neutrality and impartiality of the arbitrator(s), and to preserve the confidentiality of proprietary information, the arbitrator(s) shall not be any present or past owner, officer, director, employee, consultant, associate, agent, registered representative, attorney or other representative of any insurance company, insurance broker or insurance agency, securities broker, securities dealer or mortgage company, investment advisor, or of any affiliate of any of them; ii) the Parties may be entitled to such discovery and protective orders as provided herein; iii) the locale where the arbitration shall be held is the principal head office of UNI in Duluth, Georgia or, if that location is not convenient for all Parties, they shall try to devise a way so that it is convenient, or if that location cannot be made convenient, at such other place as the Parties may agree, or, if they cannot agree, then as may be set by the Rules, as the case may be: iv) a transcript shall be made on the proceeding; and v) the arbitrator's(s') award shall state their findings of fact and conclusions of law.
2. Judicial Review of Award. The award, including such findings and conclusions may be reviewed, vacated, modified or corrected upon application or petition of any Party brought within thirty (30) days after the date of the award, by a court of competent jurisdiction, provided that in addition to the grounds stated in applicable law or statute, the court may also vacate, modify or correct the award if the conclusions of law are contrary to law, or if the findings of fact are not supported by the facts (as determined by whether there was any pertinent and material evidence to support the findings). Otherwise, or in compliance with the court's review, the decision of the arbitrator(s) shall be final and binding. Judgment upon the award rendered by the arbitrator(s), or judgment upon the award as reviewed by the court, may be entered in any court having jurisdiction thereof.
3. Discovery, Protective Orders. Discovery (in the form of production of documents and depositions) of evidence pertinent and material to the Grievance, may be ordered by the arbitrator(s). The discovery shall be on such terms and at such times and locations as ordered by the arbitrator(s) and their orders may be enforced by courts of competent jurisdiction. In connection with all discovery and hearings regarding Good Faith Arbitration, the Arbitrator(s) shall have the power to enter such protective orders as are proper under the circumstances, and the protective orders may be enforced by courts of competent jurisdiction.
4. Waiver of Litigation. The Parties acknowledge and agree that, except as specifically provided to the contrary in this Agreement, this Section I is and shall be the Parties' exclusive remedy for any Grievance arising out of or relating to this Agreement, or the breach thereof. It is the intent of the Parties that, except as specifically provided to the contrary in this Agreement, to the fullest extent allowed by law all Grievances, including any claims or defense (whether created or governed by federal, state or local law, rule or regulation) shall be resolved in an arbitral rather than a judicial forum. It is understood by the Parties that it is to their mutual benefit to submit Grievances that they are unable to resolve themselves for resolution by a neutral referee in an arbitral rather than a judicial forum. Those Parties recognize that by choosing Good Faith Arbitration as the mechanism for resolving Grievances, each Party expects to ensure a more expeditious and economical resolution of their Grievances than is available in most cases in a judicial forum. Accordingly, except as specifically provided to the contrary in this Agreement, the Parties expressly waive the right to litigate in a judicial forum all Grievances and waive the right to trial by jury. The Parties further agree that the findings of fact issued by the arbitrator(s), as reviewed, if applicable, shall be binding on them in any subsequent arbitration, litigation or other proceeding.
5. No Condition Precedent to Action and Power of Arbitrators. Anything herein or elsewhere contained to the contrary notwithstanding, UNI shall not be required to negotiate, arbitrate or litigate as a condition precedent to taking any action under this Agreement. The Parties expressly authorize the arbitrator(s) to fashion and award any type of remedy that could be awarded by a court, including such equitable or extraordinary remedies as temporary and permanent injunctive relief.
No Condition Precedent to Action and Power of Arbitrators 6. Extraordinary Relief. The Parties agree that UNI has the right to seek preliminary and temporary restraining orders, injunctions and other extraordinary relief (such orders, injunctions and other relief referred to as "Extraordinary Relief") under Article VI of this Agreement without complying with Article V of the Agreement or this Section I. Without limitation, the Parties agree that the requirements for Good Faith Arbitration under Article V of the Agreement or this Section do not preclude UNI from seeking in an arbitral or in a judicial forum, or in both, Extraordinary Relief to protect its rights under Article VI of the Agreement. Neither Article V of the Agreement or this Section I shall be deemed to preclude or narrow the judicial or arbitral powers regarding Extraordinary Relief.
7. Statute of Limitations. Unless otherwise tolled or satisfied with respect to Good Faith Arbitration, a demand for arbitration must be filed under the Rules within the time prescribed by the applicable statutes of limitations. 8. Beneficiaries. The Associate and UNI intend and agree that all the Corporate People shall be Beneficiaries of all of the provisions of this Section I and that as Beneficiaries and as Parties, they, or any of them shall have the right to enforce all provisions of this Section I to the same extent as UNI and the Associate.
10. "Grievance". Any controversy, claim or dispute arising out of or relating to this Agreement, between the Associate, on the one part, and UNI and/or any of the Corporate People, or any of them, on the other part. 11. "Indemnified Losses". Any and all liability, claims, demands, proceedings, obligations, assessments, loss, cost, damage and expense, of any nature whatsoever, contingent or otherwise (including, without limitation, any and all judgments, decrees, equitable relief, extraordinary relief, settlements, awards, attorney's fees, court costs, punitive damage and arbitration costs including arbitrators' fees).
12. "Indemnified Party". UNI including the UNI Affiliates and the Corporate People.
13. "Override Compensation". Those commissions that are earned by an associate from sales of Products and Services made by other UNI associates and those commissions that are earned by an associate from sales of products and services made by sales representatives or contractors, in accordance with commission schedules, rules and regulations issued by UNI from time to time. Override Compensation is earned only by the faithful performance of Associate ‘s obligations under this Agreement, including, but not limited to, those obligations relating to Associate's Downline Associates.
14. "Parties". UNI, the Associate and the Corporate People.
15. "Product Providers". Those companies with whom UNI has established a contractual relationship authorizing associates of UNI to solicit sales of Products and Services for such companies.
16. "Products and Services". Those products and services selected, approved and designated from time to time by UNI for which Associate may solicit applications.
17. "Prohibited Actions". Associate is prohibited from, and agrees that Associate shall not: i) collect from Customers, in payment of the purchase of Products and Services, cash, or checks made payable other than to the appropriate Product Provider, custodian bank or transfer agent relating to such purchases, all as designated by UNI; ii) offer to sell any products and services unless such are Products and Services, except as otherwise expressly set forth in this Agreement; iii) offer or sell any Products and Services unless there exists at the time of such offer or sale an effective agreement between UNI and the Product Provider, if any, making available such services; iv) make, alter or discharge on behalf of UNI any contract or investment, or waive any provision other than in strict compliance with the terms and conditions of all applicable laws and in accordance with this Agreement and the procedures, manuals, guidelines, rules and regulations with this Agreement and of UNI; or v) make any misrepresentation, or improperly induce a Customer to purchase Products and Services.
18. "Roll Up". The transfer, with recourse, of the Debit Balance of a Downline Associate to that Downline Associate's above Upline Associates. The term Roll Up includes the transfer, with recourse, from a Downline Associate to Associate, and also, from Associate to Upline Associates. The formula and procedure for "Roll Ups" are more specifically set out in Associate Agreement Rules.
19. "Rules". Where required to be applied, the Commercial Arbitration Rules of the American Arbitration Association, as in effect at the time of the occurrence of any Grievance.
20. "Termination". The occurrence of any of the following: i) the automatic termination, without notice, upon: the death of Associate; or the revocation, termination or non-renewal of any of the Associate's licenses and registrations with any regulatory agencies; ii) the termination by Associate at any time, without any reason or any cause, effective upon the delivery of written notice to UNI, or iii) if Associate fails to achieve and/or maintain a personal commission level of $2,000.00 or more for the first full calendar year of membership, or any calendar year thereafter, UNI shall have the right to terminate this Agreement, or iv) the termination by UNI at any time for "cause", effective upon the delivery of written notice to Associate. For purposes of this Agreement, Associate agrees and acknowledges that any of the following will be "cause" for termination of this Agreement by UNI: Associate's violation of any federal or state law or regulation; Associate becomes subject to sanctions or censure by any state or federal regulatory agency or body; Associate becomes temporarily or permanently enjoined from acting as a sales associate of UNI or conducting his/her business or performing any of his or her duties under this Agreement or from acting in any of the various capacities relating to the insurance or financial services business; Associate is censured, suspended or disciplined in respect to the violation of any law, rule, or regulation regarding the purchase or sale of any products and services, including the Products and Services; misappropriation or commingling of premiums or payments for any Products and Services; engaging in a fraudulent act or misrepresenting characteristics or benefits of the Products and Services; any interference with the collection of renewal premiums; Associate violates any law or regulation that governs the conduct of any part of Associate's business; Associate is indicted or subject to trial for any crime involving moral turpitude; Associate breaches any provision of or fails to perform or observe any obligation under this Agreement or any other agreement that the Associate may have, now or hereafter, as a member of World Financial Group; Associate fails to timely discharge any monetary obligations to UNI; Associate engages in any activity which, in the sole opinion of UNI, may adversely affect the good name and reputation of UNI; Associate's failure to comply with the procedures, manuals, rules, and regulations promulgated from time to time by UNI, including the Associate Agreement Rules; any false or incorrect statements made by Associate in any application to a regulatory authority; termination for any reason of any agreement between Associate and any or Product Provider; or the failure of Associate to comply with UNI's annual compliance review and review procedure. At UNI's discretion, instead of immediately terminating this Agreement, UNI may impose suspension of Associate's benefits and rights and privileges, including suspension of rights to solicit for Products and Services and suspension and loss of commissions, and may impose other disciplinary action, without liability to Associate for loss or otherwise. Suspension or disciplinary action shall not in any way preclude or diminish UNI's rights to terminate this Agreement at any time. In the event of termination of this Agreement by either party, UNI shall be entitled to notify the Product Providers to terminate the Associate's contract(s) if any, with the Product Providers, and Associate acknowledges and agrees that neither UNI nor the Product Providers shall have any liability for any loss, damage or otherwise resulting from such termination by the Product Providers or notice from UNI.
21. "Upline Associate". Any associate of UNI entitled to earn Override Compensation upon the sales activities of Associate. 22. "Vested". The right of Associate to receive commissions and Override Compensation after Termination of this Agreement, unless and until Divestiture occurs. If Associate becomes Vested, then, in the event that this Agreement terminates due to Associate's death, UNI shall pay the commissions and Override Compensation to Associate's estate or, if specifically designated in writing by Associate, to Associate's surviving spouse.
23. "UNI Affiliate". Any legal entity which is under common control with UNI. I acknowledge that I have read, received electronically and understand, and agree to be bound by the UNI Worldwide Financial Marketing . Associate Membership Agreement as is shown above and as may be amended from time to time. I agree to accept amendments, rules or other changes to the UNI Associate Membership Agreement I am at least 18 years of age and of full legal age in the state in which I reside.
I. New Associate's Processing Fee Certificate
I acknowledge that I will pay a $100 administrative fee. This fee is payable by money order or cashier's check to UNI World Wide Financial Marketing Co. For processing this application and related licensing requirements. I acknowledge and understand that this fee is non-refundable. I acknowledge and understand that I am responsible for any examination fees (if applicable) as well as any state/licensing fees. I acknowledge and understand that I am responsible for fees pertaining to pre-licensing training and education.
II. Compensation and Solicitation
I acknowledge and understand that the application section of this agreement is not a legal, binding contract and the submission of this application does not entitle me to any compensation, rights, or benefits. Before I become entitled to receive any compensation on license-required products, I must sign the UNI World Wide Financial Marketing Co. Associate Membership Agreement, Insurance Company Agents contracts and/or Broker/Dealer contracts, and obtain the necessary licenses. I understand that UNI World Wide Financial Marketing Co. Or any other UNI preferred companies prohibit solicitation of business by anyone who is not authorized by the appropriate regulatory department of the jurisdiction in which the solicitation takes place, and I agree that I will not solicit for the company(ies) until my authority to represent them has been secured from the applicable regulatory authorities are in my possession, and notice has been received by me from the applicable companies.
III. Social Security Certification
Under penalty of perjury, I certify that my Social Security Number is correct as it appears in this application and that I am not subject to back-up withholding. I further certify that all information contained in this application is true and complete to the best of my knowledge.

IV. Authorization for Release of Information

TO WHOM IT MAY CONCERN:

I hereby authorize any employer, insurance company, managing agent, educational institution, financial institution, consumer reporting agency, criminal justice agency, insurance department or individual has any information relating to my activities to release such information to UNI World Wide Financial Marketing Co. Or any other UNI preferred companies. This information may include but is not limited to, employment and job history, academic records, credit reports, disciplinary actions, arrest and conviction records, and personal history, including information as to character, general reputation and mode of living. I agree that a photographic copy of this authorization shall be as valid as the original.
Name of New Associate: *
Click "I Agree" to sign this electronic application, to acknowledge and agree to the above, and to submit information to UNI World Wide Financial Marketing Co. I have read the UNI Agreement in its entirety. I understand and agree to abide by the terms and conditions of the Agreement. I am of legal age in the state in which I reside, and I wish to sign the Agreement. I understand that my acceptance as a UNI agent is conditioned upon UNI's approval of the application. If payment is made by credit card, I certify that the name and address that I have entered above belong to me and I am the owner of the credit card.