Agent Information Form

Transcription

1 Agent Information Form Please fill out the following legibly and completely Agent: Agency: Date: Fax: Mobile: Phone: Home/Other Number:_ Toll Free: Physical Address (UPS/FedEx): Mailing Address (All Mailings): Address (website login): Agency Tax ID#: or City/State/Zip: City/State/Zip: Password (website password): Agent Social Security #: Commission checks payable to: Agent Agency Paid Via: Check ACH Agent s Current Product Line # of Current Dealers Product Company Volume Dent & Ding Environmental Etch/Anti-Theft GAP Key Replacement Tire & Wheel VSC Windshield GPS Cosmetic Wheel ERS Bundles Mail, or Fax Documents to: Vantage Administration Services, LP Attn: Administrator 8834 N. Capital of Texas Hwy., Suite 250 admin@vtg-services.com Austin, Texas Fax: AIFRD_0317

2 INDEPENDENT REPRESENTATIVE AGREEMENT This Independent Representative Agreement ( Agreement ) is made and entered into on, 20 by and between Vantage Administration Services, LP ( VANTAGE ), a Texas limited partnership, and, a ( Representative ). Sometimes VANTAGE and Representative are referred to in this Agreement individually as a party and collectively as the parties. In consideration of the mutual covenants, conditions, and provisions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Territory. During the term hereinafter stated, Representative will have the non-exclusive right to solicit agreements for RoadVantage Products and Programs more fully described on the cost schedules attached to Exhibit I to this Agreement to be administered by VANTAGE from automobile and light truck dealers ( Dealer Agreements ) in the following geographic area ( Designated Territory ):. 2. Term. This Agreement will continue in full force and effect for a term of one (1) year from the date hereof and will automatically be renewed for successive periods of one (1) year thereafter, unless terminated in accordance with Section Authority. (a) Representative is authorized to solicit from dealers within the Designated Territory and to submit to VANTAGE, on VANTAGE s then current and authorized forms, Dealer Agreements that provide for services by VANTAGE in the administration and marketing of RoadVantage Products and Programs and for processing of claims thereunder. All such proposed Dealer Agreements must be submitted to VANTAGE for approval and will not be binding on VANTAGE until signed by an authorized officer of VANTAGE. For purposes of this Agreement, Dealer Agreements, and all amendments, restatements, and renewals thereof, which are submitted by Representative to, and accepted by, VANTAGE during the term of this Agreement are referred to as Representative Dealer Agreements. (b) Representative is not authorized to, is expressly forbidden from, and agrees not to: (1) incur any obligation, indebtedness, or liability on behalf of VANTAGE or the insurer; (2) issue, circulate, or publish without VANTAGE s prior written consent any advertisement or promotional or marketing material in any way relating to VANTAGE or the insurer or to the RoadVantage Products and Programs, cost schedules or underwriting requirements; (3) appear on behalf of VANTAGE or the insurer in any insurance carrier proceeding in connection with any matter as to VANTAGE s or the insurer s rights or interests; (4) make, alter, modify, waive, or discharge any contract coverage, terms, conditions, or limitations of any product warranty forms or other agreements or documents used or developed for use in connection with RoadVantage

3 Products and Programs; (5) cash, deposit, negotiate, or endorse any checks or other monetary instruments that are either made payable to VANTAGE or the insurer or are otherwise intended by the maker to be paid to VANTAGE or the insurer; (6) use the name, trademarks or logo of VANTAGE or the insurer in any of Representative s stationary, office doors, telephone listings, or advertising; or (7) exercise any authority or act on behalf of VANTAGE or the insurer other than as expressly provided by this Agreement or otherwise approved in writing by a duly authorized officer of VANTAGE. For purposes of this Section 3(b), VANTAGE includes Vantage Warranty, Inc. and any other affiliates of VANTAGE. (c) To the extent Representative receives any dealer cost payments or warranty forms on RoadVantage Products and Programs, Representative shall promptly and directly forward same to VANTAGE or to such other entity as directed by VANTAGE. 4. Duties of Representative. Representative agrees: (a) to use Representative s commercially reasonable efforts to solicit Dealer Agreements and to promote and market RoadVantage Products and Programs, as authorized in the cost schedules attached to Exhibit I, to dealers within the Designated Territory; (b) to regularly and promptly provide quality and effective local service, marketing and assistance to dealers under Representative Dealer Agreements, including, but not limited to, the following services to such dealers: (1) to visit and follow up with each dealer at dealer s premises and otherwise providing services to such dealer as often as is necessary in order to optimize volume levels of RoadVantage Products and Programs; (2) to install and explain to dealer s personnel at dealer s premises the RoadVantage Products and Programs, including systems, underwriting policies and procedures, claim procedures, and marketing aids; and (3) to supply dealers with current RoadVantage Products and Program forms and promotional materials and replacing at dealer s premises all outdated materials. (c) to give VANTAGE, within five (5) business days after written request from VANTAGE, an accounting of, or the return of, any or all forms, promotional materials or other supplies relating to the RoadVantage Products and Programs; (d) to immediately, but in any event not later than one (1) business day after receipt, forward all monies, checks, or monetary instruments payable to VANTAGE, Vantage Warranty, Inc., any other affiliates of VANTAGE, or the insurer received by Representative to VANTAGE; and (e) to fully comply with all then current policy bulletins, field bulletins, rules, and regulations relating to the RoadVantage Products and Programs, as published from time to time, all of which are incorporated into this Agreement.

4 5. Duties of VANTAGE. VANTAGE agrees: (a) to furnish to Representative such printed forms and promotional materials relating to the RoadVantage Products and Programs as is necessary to carry out Representative s duties hereunder; (b) to keep Representative informed as to applicable underwriting requirements relating to the RoadVantage Products and Programs; and (c) to remit Representative s compensation as hereinafter provided. 6. Compensation. (a) Representative shall receive by the fifteenth (15 th ) day of each calendar month, as compensation (referred to as commissions ) for each RoadVantage Product or Program (submitted pursuant to a Representative Dealer Agreement) which is fully paid for by the dealer on or before the twenty-fifth (25 th ) day of the previous calendar month, an amount equal to the difference between Representative s cost specified in the cost schedules to Exhibit I and the dealer s cost as established by the Dealer Rate Schedule submitted by Representative to, and accepted by, VANTAGE. Where the dealer s payment for any RoadVantage Product or Program is less than the dealer s cost as reflected on the Dealer Rate Schedule, VANTAGE, in lieu of returning the business, may accept the contract for the RoadVantage Program or Product and invoice the dealer for the shortage. Representative, in such case, shall receive commissions on the same terms as stated above upon receipt of full payment of the invoice by the dealer. (b) VANTAGE reserves the right to increase Representative s cost reflected in the cost schedules to Exhibit I by giving Representative a minimum of thirty (30) days prior written notice as to any price change and providing Representative with an amended cost schedule, which will be deemed incorporated into this Agreement. (c) For each dealer, Representative shall provide VANTAGE with a Dealer Rate Schedule detailing such dealer s cost to be remitted by dealer. The Dealer Rate Schedule must be faxed or ed to VANTAGE along with the Dealer Agreement prior to the dealer selling any RoadVantage Products or Programs. Failure to do so may result in commissions not being paid to Representative. (d) In the event of a cancellation of a contract for a RoadVantage Product or Program, Representative will bear a proportionate share of Representative s commissions. Representative s refund will be determined by VANTAGE based on the applicable contractual cancellation provision or the applicable statutory provision. This determination will be final and binding on Representative. Representative will reimburse the amount of the refund to VANTAGE within thirty (30) days of written request by VANTAGE for such payment. At the option of VANTAGE, VANTAGE may offset same against commissions or other monies that would have otherwise been due to Representative, so long as an accounting of such offsets is accompanied.

5 7. Expenses. Representative will be responsible for and bear all expenses incurred in connection with conducting and operating Representative s business and performing its duties hereunder and VANTAGE will not be liable in any manner for such expenses. 8. Assignment. This Agreement, the duties hereunder, and any benefits or compensation accrued or to accrue hereunder, are not assignable or transferable by Representative, either in whole or in part, without the prior written consent of VANTAGE. Such consent may be exercised at VANTAGE s sole discretion. Any transfer without such consent is voidable by VANTAGE. If Representative is a corporation, partnership, or other entity Representative agrees to notify VANTAGE of any change in its ownership of fifty percent (50%) or more within seven (7) days of such change in ownership. 9. Relationship and Sub-Agents. (a) Representative is an independent contractor, even though Representative may sometimes be referred to in the industry as an agent, or independent agent, and in the event of a dispute, this Agreement will be construed to preserve Representative s status as an independent contractor. VANTAGE exercises no control over the details of Representative s business, the employees of Representative, Representative s routes, means of transportation, equipment, office location, or means and methods for accomplishing Representative s duties under this Agreement. Nothing in this Agreement will be construed as creating a relationship of employer and employee. (b) If Representative appoints or contracts with sub-agents to perform or assist in any of its duties under this Agreement, Representative shall: (1) require each sub-agent to agree in writing to abide by and comply with all the covenants and provisions contained in this Agreement as to Representative s duties, obligations, performance, and authority; and (2) be solely responsible for compensation of Representative s sub-agent and the faithful performance, fidelity, honesty, and business production of Representative s sub-agents. 10. Termination. (a) This Agreement may be terminated without cause by either party by giving the other party not less than thirty (30) days prior notice of termination. Representative will have no authority to solicit Dealer Agreements for RoadVantage Products and Programs after such termination. However, Representative shall continue to service the Representative Dealer Agreements and shall continue to perform Representative s duties as provided herein. Additionally, Representative will continue to receive the compensation set forth in Section 6 from RoadVantage Products and Programs sold pursuant to Representative Dealer Agreements as long as Representative fully and faithfully performs Representative s duties as provided herein.

6 (b) This Agreement may be terminated with cause by either party by giving the other party written notice of termination and such termination will be effective upon receipt of the notice. The following events will constitute cause under this Agreement: (a) a material breach of a party s obligations under this Agreement or (b) a party is declared bankrupt or has insolvency proceedings instituted by or against it or ceases doing business. If this Agreement is terminated pursuant to this Section 10(b), Representative will have no further authority to solicit Dealer Agreements for RoadVantage Products and Programs after such termination and Representative will receive compensation as set forth in Section 6 only with respect to RoadVantage Programs or Products sold prior to such termination pursuant to Representative Dealer Agreements. (c) Termination will not alter Representative s obligation of reimbursement for, or payment of its share of refunds, as set forth in Section Waiver. The failure of VANTAGE to demand strict performance of this Agreement in each and every instance or its decision not to exercise the right of termination for a violation of this Agreement will not be construed as a waiver of such right. 12. Notices. Any notice under this Agreement must be written. Notices must be either (i) hand delivered to the address set forth below for the recipient; (ii) placed in the United States mail, certified, return receipt requested, addressed to the recipient as specified below; (iii) deposited with an overnight delivery service, addressed to the recipient as specified below; or (iv) sent via to the party at the address as specified below, and is followed with a copy sent by overnight delivery or regular mail to the address specified below. Any mailed notice is effective three (3) Business Days after the date of deposit with the United States Postal Service or the overnight delivery service, as applicable; all other notices are effective upon receipt. A failure of the United States Postal Service to return the certified mail receipt to the dispatcher of such notice will not affect the otherwise valid posting of notice hereunder. To VANTAGE: To Representative: Vantage Administration Services, LP Attention: Michael Scotty 8834 N. Capital of Texas Highway Suite 250 Austin, Texas michaelscotty@roadvantage.com Either party may designate another address for this Agreement by giving the other party at least five (5) Business Days advance notice of its address change. A party s attorney

7 may send notices on behalf of that party, but a notice is not effective against a party if sent only to that party s attorney. As used in this Agreement, the term Business Day means any day of the week, Monday through Friday, that is not recognized by the United States Postal Service as a national holiday and on which the national banks are open for business. 13. Indemnification. Each party hereby agrees to indemnify, defend and hold the other party (including, but not limited to, its officers, employees, agents, and directors) harmless from and against all losses, damages, liabilities, obligations, costs, expenses, suits, proceedings (civil, criminal, administrative, or investigative) judgments, orders, fines, penalties, amounts paid in settlement, actions, and causes of action, of any character, type or description, including reasonable attorneys fees and court costs incurred in defending claims by third parties arising under this Agreement, and any and all other such related expenses, suffered or incurred that arise directly or indirectly out of, or in connection with, any claim, allegation or assertion made against that party as a result of (a) the other party s performance of, or failure to perform a duty under, this Agreement; (b) any intentional misrepresentation by the other party as to any terms and provisions of any RoadVantage Products and Programs; or (c) a breach by the other party of any terms or provisions of this Agreement. 14. Miscellaneous. This Agreement supersedes all previous agreements either written or oral between the parties pertaining to the subject matter of this Agreement. This Agreement and Exhibit I constitute the entire agreement of the parties pertaining to the subject matter of this Agreement. This Agreement may be amended only in writing and signed by the parties. This Agreement will be interpreted and all disputes or claims of any kind arising out of, under, in connection with, or by virtue of this Agreement will be determined under the laws of the State of Texas and jurisdiction and venue will be in Travis County, Texas. If Representative is not an individual, the signatory for Representative warrants that he/she has the necessary authority to execute this Agreement for the agency.

8 Dated this day of, 20. Vantage Administration Services, LP Representative (if an individual): By: Name: Title: Representative (if an entity): By: Name: Title: Tax I.D. No.: [signature page Independent Representative Agreement]

9 EXHIBIT I COST SCHEDULES The attached cost schedules are incorporated into this Agreement. M:\03\ \Indep-Rep-Agt\Form\Independent Rep Agt(MEH ).docx

10 REPRESENTATIVE COMMISSION NO-CHARGE BACK PROGRAM ADDENDUM This addendum (the Addendum ) is an addendum to that certain Independent Representative Agreement dated (the Agreement ) between Vantage Administration Services, LP ( VANTAGE ) and the undersigned representative ( Representative ). The following provisions are part of the Agreement; survive termination of the Agreement; and, if there is a conflict between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall apply and take precedence. NOW, THEREFORE, the parties hereto agree as follows: 1. In the event of the cancellation of a valid contract for a RoadVantage Product or Program (90) days or more after the effective date thereof, Representative shall not be required to refund the unearned pro rata share of Representative s commission pursuant to Section 6(d) of the Agreement, provided the conditions set forth in this Addendum are satisfied (the No-Charge Back Program ). 2. In order to participate in the No-Charge Back Program, Representative must remit to VANTAGE a fee equal to fifteen percent (15%) of Representative s commission on each RoadVantage Product or Program submitted by Representative pursuant to a Representative Dealer Agreement (the Fee ); such Fee is due and payable at the time payment for the RoadVantage Product or Program is received by VANTAGE and will be collected by VANTAGE by netting the Fee against the commission otherwise due and payable to Representative. 3. Representative understands that the Fee applies to all RoadVantage Products and Programs sold by dealers selected by Representative to participate in the No-Charge Back Program. Representative further understands that the Fee may be adjusted based on (i) performance or (ii) the number of dealers selected, if less than all, to participate in the No-Charge Back Program. Attachment A to this Addendum designates which dealers of Representative are to participate in the No-Charge Back Program. 4. This Addendum is effective on the date stated below. [remainder of page intentionally left blank]

11 IN WITNESS WHEREOF, the parties hereto have set their hand and seal this day of, 201. REPRESENTATIVE: By: Name: Title: Agent Number: VANTAGE: Vantage Administration Services, LP By: Name: Title: [signature page No-Charge Back Program Addendum] 2

12 ATTACHMENT A No-Charge Back Program Participating Dealers! I wish to have all dealers participate in the No-Charge Back Program. I understand the appropriate Fee will apply to my commissions on all active dealers for which I am the Agent of Record.! I wish to have only the following dealers participate in the No-Charge Back Program. I understand that only the dealerships listed below will have commissions protected under the No-Charge Back Program. Dealer Number Dealer Name Agent Number Agent Signature Date M:\03\

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14 Authorization for Automated Deposits (ACH Credits) I hereby request and authorize Vantage Administration Services, LP/RoadVantage, hereinafter called COMPANY, to initiate credit entries and to initiate, if necessary, debits and adjustments for any credit entries in error to my account(s) indicated below and the depository named below, hereinafter called DEPOSITORY, to credit and/or debit the same to such account(s). I request to cancel my deposit authorization. Account (select one): Checking Savings Name on Account: Amount: or Full deposit Bank/Credit Union Name: Branch: City/State/Zip: Transit/ABA#: Account#: This authority is to remain in full force and effect until COMPANY has received written notification from me of its termination in such time and in such manner as to afford COMPANY reasonable opportunity to act on it. Name: Signature: Please attach a voided check if a checking account is selected. Date: Place voided check here: I further understand that: Direct deposits become effective immediately upon receiving this request If direct deposit is not canceled by me before closing an account, funds payable will be delayed I must notify COMPANY at least 5 business days before payment is made in order for changes to take effect Return form to: Administrator, Vantage Administration Services, LP, 8834 N. Capital of Texas Hwy., Suite 250, Austin, TX admin@vtg-services.com or fax For office use only: Date Received/Processed: By: ACHRD_0317

15 Ship To (check one): o Dealership o Agent MUST ORDER BY 2:30 PM CST FOR NEXT-DAY DELIVERY. SHIPMENTS MAY COME IN MORE THAN ONE PACKAGE AND ON DIFFERENT DATES. CUSTOM ORDERS: PLEASE REFER TO CUSTOM POS CATALOG FOR PRICING AND USE NOTES SECTION BELOW. Date: Dealer/Agent Order Form Dealership Agency Dealer Contact Agent Name Address Address City/State/ZIP City/State/ZIP Phone Phone MANDATORY: Please list states materials will be used in. REQUIREMENTS AND MATERIALS VARY BY STATE. All orders are UPS Ground. If faster delivery is requested, shipping costs will be billed to the requesting party. Other: For use in Pitch Kits only (Sample Forms) o Yes o No PREFERRED BUNDLE PRODUCTS Total PreferredPlus (includes interior/exterior) PreferredPlus Total PreferredPlus Care (includes interior/exterior) PreferredPlus Care STAND ALONE PRODUCTS PreferredPlus Tire and Wheel (includes chrome) Preferred Tire and Wheel (no chrome) PreferredPlus Cosmetic Wheel (includes chrome) Anti-Theft $2500 Anti-Theft $5000 Anti-Theft $3K/$2K Preferred Dent & Ding Preferred Interior/Exterior Repair ERS GAP o 150% o 125% (Franchise) o 125% (Independent used) GPS o $3000/$2000 Benefit o $5000 Benefit Additional GPS materials available at Roadvantage.com Key Replacement Windshield o Repair/Replace o Repellency Miscellaneous Items LAMS # of individual 8.5 X 11 (SMALL) Corporate Brochure Pocket Folder Benefits Booklet Claims Toolbox Compliance Management System o Agents (one-pager) o Dealer (brochure) The Academy Training Brochure and Price Sheet Clipboards (Ship at time of training) Enviro Kit (5 Product) - # of cases (12 kits per case) o Sample Kit Etch - o Coded Stencils o Blank Stencils - # of boxes (100 sets per box) Body Labels - # of packs (100 sets per pack) Windshield Repellency Towlettes (min. order 20 towlettes) Windshield Revitalizer Towlettes (min. order 20 towlettes) Windshield Revitalizer Bottles (4 oz.) Exterior Gloss Preserver - # of cases (4-gallon containers per case) Interior Preserver (carpet & fabric) - # of cases (4-gallon containers per case) Vinyl & Leather Preserver - # of cases (4-gallon containers per case) Undercoat - # of drums Rust Proofing - # of drums CUSTOMIZED ORDERS: PLEASE REFER TO CUSTOM POS CATALOG FOR PRICING AND SPECIFY QUANTITY BELOW LAMS # of individual 11 X 17 (LARGE) Quantity TRIS # of individual trifolds FORMS # of individual forms 8834 N Capital of Texas Hwy, #250, Austin, TX ROAD (7623) Fax orders@roadvantage.com DlrAgt Order Form RD_0317 POSTER 11 x 17 POSTER 24 x 36 POCKET CARDS ADDENDA MUST ORDER BY 2:30 PM CST FOR NEXT-DAY DELIVERY Submit to orders@roadvantage.com N O T E S DESK TOPPER CAR TOPPER Please provide any additional shipping instruction and customization in this notes section. If you do not see items needed, please request here.