INDEPENDENT AGENT CORE AGREEMENT ("CONTRACT LITE")
1. Parties & Effective Date
This Independent Agent Core Agreement (the "Agreement") is entered into by and between [JC Insurance Solution Inc., a California corporation] ("Company") and [Agent Name / Legal Entity Name] ("Agent"), each a "Party" and together the "Parties". This Agreement becomes effective on the date Agent executes it electronically or otherwise indicates assent (the "Effective Date").
2. Definitions
"Confidential Information" means all non-public information, including but not limited to client lists, lead data, policy illustrations, compensation statements, software/portal access credentials, marketing plans, and any information designated as confidential or that reasonably should be understood as confidential.
"Company Systems" means Company’s CRM, portals, software, data repositories, and any carrier portals provided through Company.
"Carrier Guidelines" means all written rules, marketing guides, compliance manuals, and instructions issued by any insurance carrier with whom Company or Agent is appointed, as amended from time to time.
"Policies" means Company’s written policies, SOPs, and portal terms that are posted or otherwise provided to Agent and may be updated periodically.
3. Independent Contractor Status
Agent acts as an independent contractor. Nothing in this Agreement creates an employment, partnership, fiduciary, or joint venture relationship. Agent is solely responsible for all taxes, licenses, permits, and expenses incurred in connection with its business.
4. Confidentiality & Data Security
4.1 Use/Disclosure Restrictions. Agent shall use Confidential Information solely to perform permitted insurance solicitation and servicing activities for Company-approved products. Agent shall not disclose Confidential Information to any third party except as required to place business in compliance with this Agreement and applicable law.
4.2 Safeguards. Agent shall implement commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information, including encryption of stored and transmitted data where feasible, password protection, and secure disposal procedures.
4.3 Return/Destruction. Upon termination or upon Company’s request, Agent shall immediately cease using and shall return or securely destroy (at Company’s election) all Confidential Information and certify such destruction in writing within ten (10) days.
4.4 Injunctive Relief. Agent acknowledges that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm and agrees Company may seek injunctive relief in addition to any other remedies.
5. Errors & Omissions (E&O) Insurance
5.1 Maintenance. Agent shall maintain, at its own expense, E&O insurance covering professional services in amounts not less than [US$1,000,000 per claim / US$1,000,000 aggregate] or such higher amount as Company may reasonably require.
5.2 Evidence of Coverage. Agent shall provide proof of current E&O coverage prior to placing any business and upon renewal or Company request. Failure to maintain coverage is grounds for immediate suspension or termination.
6. Compliance with Laws, Policies & Carrier Guidelines
6.1 Legal Compliance. Agent shall comply with all applicable federal, state, and local laws and regulations, including but not limited to insurance licensing statutes, anti-rebating laws, unfair trade practices acts, privacy laws (e.g., GLBA), and telemarketing rules.
6.2 Licensing & CE. Agent is solely responsible for obtaining and maintaining all required licenses and completing continuing education (CE) credits. Agent shall not solicit or service business in any jurisdiction where Agent or Company lacks proper appointment.
6.3 Policies & Portal Terms. Agent agrees to comply with Company’s Policies and Portal Terms, each as updated from time to time. In the event of conflict between this Agreement and any Policy, the more protective provision for Company’s Confidential Information and compliance obligations shall control, unless Company specifies otherwise in writing.
6.4 Carrier Guidelines / Flow-Down. Agent shall comply with all Carrier Guidelines. Changes to Carrier Guidelines are automatically incorporated upon publication by the carrier. Material conflicts between Carrier Guidelines and this Agreement shall be resolved in favor of the stricter standard.
6.5 Marketing & Advertising. All public-facing marketing materials referencing Company or any carrier must comply with Carrier Guidelines and Company Policies. Agent shall submit materials for pre-approval when required.
7. Use of Company Systems
7.1 Access Rights. Company grants Agent a non-exclusive, revocable right to access Company Systems solely to conduct authorized business. Access may be suspended or terminated at any time for suspected misuse or non-compliance.
7.2 No Scraping/Exporting. Agent shall not mass-export, scrape, or copy data from Company Systems except as expressly permitted. Automated tools or unauthorized integrations are prohibited.
7.3 Credential Security. Agent shall keep credentials confidential and notify Company immediately upon any suspected compromise.
8. Term & Termination
8.1 Term. This Agreement remains in effect until terminated by either Party.
8.2 Termination at Will. Either Party may terminate this Agreement, with or without cause, upon written notice to the other Party. Company may effectuate termination via portal notice or email.
8.3 Immediate Termination. Company may terminate immediately upon Agent’s (i) breach of confidentiality, (ii) loss or lapse of required licensure or E&O coverage, (iii) violation of law, Policies, or Carrier Guidelines, or (iv) misconduct exposing Company to liability or reputational harm.
8.4 Post-Termination Obligations. Sections 2, 4, 5, 6, 7.2, 9, 10, and 12 survive termination. Agent shall promptly complete all obligations reasonably necessary to wind down pending business and return/destroy Confidential Information.
9. Remedies; Setoff
9.1 Remedies. In addition to any contractual remedies, Company may (i) suspend portal access, (ii) withhold or set off commissions to cover chargebacks, E&O deductibles, fines, or damages arising from Agent’s breach, and/or (iii) seek injunctive or monetary relief.
9.2 No Special Damages. Neither Party is liable to the other for incidental, consequential, exemplary, or punitive damages, except for breaches involving Confidential Information, willful misconduct, or amounts recoverable from third-party claims.
10. Order of Precedence; Amendments
10.1 Hierarchy. If there is any conflict: (a) mandatory law and Carrier Guidelines control; then (b) this Agreement; then (c) Company Policies/Portal Terms; then (d) any SOPs or notices.
10.2 Updates. Company may amend Policies/Portal Terms by posting updated versions and requiring re-consent upon next login or material event. Amendments to this Agreement require a signed writing (electronic or otherwise) by both Parties.
11. Electronic Signatures & Notices
11.1 E-Signatures. Electronic signatures or click-through acceptances are valid and enforceable.
11.2 Notices. Formal notices under this Agreement shall be sent to the addresses/emails on record. Operational notices (e.g., policy updates) may be delivered via portal postings or email.
12. Miscellaneous
12.1 Assignment. Agent may not assign rights or obligations without Company’s prior written consent. Company may assign to an affiliate or successor.
12.2 Governing Law; Venue. This Agreement is governed by the laws of the State of [California], without regard to conflicts principles. Exclusive venue lies in the state or federal courts located in [Orange County, California], and the Parties consent to such jurisdiction.
12.3 Severability. If any provision is held invalid, the remaining provisions remain in full force.
12.4 Entire Agreement. This Agreement constitutes the entire understanding regarding its subject matter, superseding all prior or contemporaneous agreements limited to such subject matter. Commission schedules, SOPs, and Policies are separate instruments that supplement—but do not replace—this Agreement.
13. Exclusivity Election
13.1 Election. The Parties designate Agent as (check one):
☐ Exclusive Agent – Agent agrees not to solicit, market, or place substantially similar life/annuity products through any other GA/FMO without Company’s prior written consent.
☐ Non‑Exclusive Agent – Agent is free to contract with other agencies or carriers.
13.2 No Employment Intent. Exclusivity (if elected) does not create an employment relationship and does not obligate Agent to devote any minimum hours, accept any minimum number of leads, or follow Company’s day‑to‑day instructions.
13.3 Exclusive Benefits (if elected). Only Exclusive Agents are eligible for the following Company‑discretionary resources: (a) priority lead allocation; (b) access to Company‑paid licensing/CE prep courses; (c) participation in Company’s agent‑only online/offline training events; (d) advanced product training seats; (e) co‑branded marketing collateral; (f) the Brand / Email / Collateral License described in Section 14; and/or (g) technology subsidies. These benefits are Policies, may be modified or discontinued at any time, and do not alter Agent’s IC status.
13.4 Conversion. Agent may request to change status (Exclusive ↔ Non‑Exclusive) upon 30 days’ written notice. Company may condition approval on satisfaction of outstanding obligations and may adjust benefits/fees accordingly. Conversion. Agent may request to change status (Exclusive ↔ Non‑Exclusive) upon 30 days’ written notice. Company may condition approval on satisfaction of outstanding obligations and may adjust benefits/fees accordingly.
14. Brand / Email / Collateral License & Fee
14.1 Limited License. This Section 14 license is available only to Exclusive Agents unless Company provides express written approval to a Non‑Exclusive Agent. Subject to ongoing compliance, Company grants Agent a non‑exclusive, revocable, non‑transferable license to use Company’s trade name, logos, and @jc‑[example].com email domain solely for marketing and servicing Company‑approved products. All goodwill arising from such use inures to Company.
14.2 Required Legend. Agent shall clearly identify itself on all materials and email signatures as an “Independent Agent” (or substantially similar term) and shall include any required legal disclaimers provided by Company or carriers. Required Legend. Agent shall clearly identify itself on all materials and email signatures as an “Independent Agent” (or substantially similar term) and shall include any required legal disclaimers provided by Company or carriers.
14.3 Quality & Compliance Control. All branded materials must comply with Carrier Guidelines and Company Policies. Company may require prior review/approval and may demand correction or cessation of any non‑compliant use.
14.4 Email/Domain & Admin Fee. Exclusive Agents (or Non‑Exclusive Agents expressly approved under Section 14.1) who elect to use Company’s email/domain or print Company‑branded business cards agree to pay a monthly administrative/technology fee of US$10 (or such amount as Company posts in Policies). Company may deduct such fee from commissions or invoice the Agent.
14.5 Termination of License. Upon termination or suspension, Agent shall immediately stop using the brand, deactivate or forward the Company email as instructed, and destroy all branded collateral. Company may disable email/domain access without notice upon breach. Termination of License. Upon termination or suspension, Agent shall immediately stop using the brand, deactivate or forward the Company email as instructed, and destroy all branded collateral. Company may disable email/domain access without notice upon breach.