Special Agreement: Definition, Example
Jump to Section
What is a Special Agreement?
A special agreement is a type of agreement reached between two or more government and business parties. This agreement defines:
- The terms under which the can parties operate
- How much will be earned by each party
- Any restrictions or other rights that come with the agreement
The agreement may also include the duration of the agreement, and any penalties that arise if one party violates the terms of the agreement. All terms are clearly defined in this agreement, including what each party is responsible for paying for and when each payment should be made.
Special Agreement Sample
Exhibit (c)(vi)
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
SPECIAL AGREEMENT OF AGENCY
Agreement made this day of , 20 by and between (“Principal”) and (“Agent ”).
| 1. | The undersigned is presently an Agent in accordance with a Special Agreement of Agency (“Guardian Life Agency Agreement”) with the Principal named above, endorsed by The Guardian Life Insurance Company of America (“Guardian Life”) and bearing an effective date of . |
| 2. | The Principal hereby appoints the Agent with the endorsement of The Guardian Insurance & Annuity Company, Inc. (“GIAC”), a Delaware Corporation and a wholly-owned subsidiary of Guardian Life, for the limited purpose of soliciting applications for the products specified in Appendix A of this Agreement. |
| 3. | The Agent shall at all times be associated with Park Avenue Securities LLC (“PAS”), a Broker-Dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the Financial industry Regulatory Authority (“FINRA”) as a FINRA Registered Representative or FINRA Registered Principal and, if the particular jurisdiction requires, shall be licensed or registered as a securities agent of PAS. The Agent must at all times be validly licensed, registered or appointed by GIAC as a variable contracts agent in accordance with the requirements of the jurisdiction where solicitations for contracts occur. The Agent may solicit for and sell contracts in any jurisdiction where such contracts are filed and approved for sale by the governmental authorities having jurisdiction, provided the Agent is validly licensed, registered or otherwise qualified as required for the solicitation and sale of the contracts in such jurisdictions. |
| 4. | To the extent applicable, the Agent shall comply strictly with: (a) the laws, rules and regulations of all jurisdictions (state and local) in which the Agent solicits applications for and sells contracts; (b) federal laws and the rules, regulations of the SEC; (c) the rules of FINRA; (d) the rules and procedures of PAS, and (e) the rules and procedures of GIAC. The Agent understands that failure to comply with such laws, rules, regulations and procedures may result in disciplinary action against the Agent by the SEC, a state or other local regulatory agency that has jurisdiction, FINRA, PAS and GIAC. Before any solicitations or sales of contracts are made, the Agent shall become familiar with and abide by the laws, rules, regulations and procedures of all of the above mentioned agencies or parties as are currently in effect and as they may be changed from time to time. |
| 5. | The Agent shall have all applications for contracts accurately completed or reviewed and signed by the applicant and shall submit the applications to GIAC through PAS together with all payments received from applicants without any reductions. The Agent shall cause all checks or orders for contracts to be made payable to GIAC. GIAC shall reject any application that is submitted by or on behalf of an Agent not appropriately licensed as required by paragraph 3 of this Agreement. |
| 6. | The Agent shall not make any statements concerning the products except those that are contained in the current prospectuses for them and the prospectuses for their underlying variable investment options and shall not solicit for applications or make sales through the use of mailings, advertisements or sales literature or any other method of contact unless the material or a complete description of the method has been filed with FINRA and received written Approval of PAS from a Registered Principal whose office is located in a PAS Office of Supervisory Jurisdiction as that term is defined by FINRA rules. |
| 7. | In connection with the Agent’s appointment for the purpose set forth in paragraph 2 above, the entire Guardian Life Agency Agreement referred to above and attached hereto as the Exhibit, including compensation adjustment and service fee provisions, is incorporated herein by reference. All references to “Company” within the Guardian Life Agency Agreement shall apply with full force and effect to GIAC. Additionally, the Registered Representative’s Agreement between the Agent and PAS and the Agent’s Agreement between the Agent and GIAC are incorporated herein by reference and attached hereto as Exhibits. |
| 8. | It shall be understood that this Agreement is automatically terminated if the Guardian Life Agency Agreement, PAS Registered Representative Agreement or GIAC Agent’s Agreement is terminated. |
IT SHALL BE EXPRESSLY UNDERSTOOD BY THE AGENT THAT THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS THE AGENT IS VALIDLY LICENSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE JURISDICTIONS WHERE SOLICITATIONS FOR CONTRACTS OCCUR.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
| WITNESS | PRINCIPAL | |||
| WITNESS | AGENT | |||
APPENDIX A
List of Products
| 1. | Flexible Premium Adjustable Variable Life Insurance Policies marketed under the name Flexible Solutions Variable Universal Life Gold (“VUL”). |
| 2. | Flexible Premium Universal Life Insurance Policies marketed under the name Universal Life Protector (“UL”) |
APPENDIX B
VULCOMPENSATION
(Percentages of Premium)
| Policy Years |
Target Premiums | Excess Premiums | ||||
| 1 |
50 | % | 2.85 | % | ||
| 2 and 3 |
10 | % | 3.00 | % |
In addition, .0125% of unloaned account values shall be payable monthly policy years 11 through 20 and .0083% shall be payable monthly policy years 21+ as long as the producer contract shall remain active.
The first policy year commission rate of 50% shall be reduced where policies are issued at ages over 70 with actual rates payable determined by deducting from the figure 120 ages of applicable insureds as of policy issue dates.
APPENDIX C
UNIVERSAL LIFE COMPENSATION
| Policy Yrs. |
%s of Target Premiums |
%s of Excess Premiums |
||||
| 1 |
55.0 | % | 2.0 | % | ||
| 2 to 10 |
2.0 | % | 2.0 | % |
APPENDIX D
ALLOCATION OF PREMIUMS AND THEIR EFFECT
ON VUL & UL COMPENSATION
| A. | General |
In a first policy year, premiums will first be applied to policy target premium. These will be compensated at first year rates. Any premiums received in the first year of a policy exceeding policy target premium will be considered excess premium to be compensated at excess rates.
In policy years 2 through 10, any premium received up to the policy target premium will be applied as policy target premium and receive compensation at target premium renewal rates. Any premium exceeding the policy target premium in policy years two through ten will be considered excess premium to be compensated at excess rates.
| B. | Increases In Coverage |
Coverage increases will be reflected in self-contained segments of policies that have their own policy effective dates, policy year durations and target premiums. Premiums for policies with increases in coverage will be applied to each coverage and associated target premiums in the order the coverages were issued (earliest first). When the sum of the premiums during a given policy year exceeds the sum of all applicable target premiums, any additional amount will be allocated prorata based on target premiums for each coverage. The amount thus allocated will be processed as outlined in the above general description (i.e. it will be processed with reference to policy years of the coverages and amounts of applicable target premiums paid).
| C. | Decreases In Coverage |
A coverage decrease will be applied to a last previous coverage increase, if any, or to the initial coverage should no coverage increase have taken place. Such decrease will not reduce target premium.
Reference:
Security Exchange Commission - Edgar Database, EX-99.(C)(VI) 7 dex99cvi.htm SPECIAL AGREEMENT OF AGENCY (SPAG), Viewed January 13, 2023, View Source on SEC.
Who Helps With Special Agreements?
Lawyers with backgrounds working on special agreements work with clients to help. Do you need help with a special agreement?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate special agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Special Agreement Lawyers
Joshua B.
Josh Bernstein has been serving real estate and corporate transactional clients since 2002. His experience is varied, and he enjoys working on and puzzling out novel and complex corporate and real estate matters. Josh’s experience includes, among other things, the following: representation of public companies in connection with SEC reporting and compliance work (proxies, 10-K’s; 10-Q’s; 8-K’s, etc.); representation of public and private company securities issuances (including private placements, and other similar offerings); assistance in structuring and drafting joint ventures, both for investors and operating partners, and including both real estate and corporate ventures; handling public and private company mergers and acquisitions; and asset sales and dispositions; assisting clients, big and small, with real estate acquisitions, sales and financings; managing large-scale and multi-state real estate portfolio acquisitions, dispositions and financings; complex condominium creation, structuring and governance work, including: commercial condominiums, use of condominiums as a land planning tool, wholesale condominium property acquisitions and dispositions, and rehabilitating failed or faulty condominium legal structures to make ready for sale; development of restrictive covenants and owners’ association documents for master-planned communities; compliance with federal statutes governing real estate sale and development (including, without limitation, the Interstate Land Sales Full Disclosure Act, the Housing for Older Persons Act, and the Americans with Disabilities Act); representation of real estate lenders, for both improved and unimproved property, and including numerous construction financings secured by real estate; assistance with commercial leasing; from both the landlord and tenant side, and including condominium leasing; training residential home and condominium sales staff for compliance with applicable local and federal law; and workouts of all kinds. When he’s not busy lawyering, Josh may be found watching 80’s commercials, flying a single-engine plane, playing poker, or trying to be a good dad.
"Josh has been extremely helpful sorting through issues with a tenant."
Jeff A.
Trusted legal counsel and business advisor to businesses and executive teams in the software, financial, and technology industries. Practice areas include commercial transactions, licensing, SaaS/PaaS/IaaS delivery models, software product development, regulatory compliance, new business formation, employment matters, and general corporate matters.
September 14, 2023
Rachel B.
I am a new attorney who is licensed to practice in Connecticut and Massachusetts. I am waiting for bar admission to North Carolina. I have over 20 year of experience working in both the public and private sectors. I am a fierce advocate for my clients and am committed to delivering solutions for clients with excellence.
September 15, 2023
Christopher X.
Recent law school graduate with an undergraduate degree in biomedical engineering degree passionate about the intersectionality of law and life sciences. Admitted to New York and New Jersey Bar. Ability to add value in a pharmaceutical or biotechnology entity and provide a unique perspective to multiple disciplines.
April 2, 2024
William B.
Presently, I am a civil rights and insurance litigation attorney with a focus on representation government entities. Prior to this, I’ve represented some of the largest financial institutions in the world in litigation.
September 17, 2023
James H.
Attorney James is an experienced Attorney, Federal Law & Tax Specialist, Corporate Counsel, Tax Lawyer and Mediator. Experienced in Contract Drafting, Corporate Formation, Corporate Governance, Federal Administrative Law, Regulatory Compliance, Tax Settlement, Tax Planning, Merger/Acquisition, Business Law, Collection, Insurance Claims, Employment Law, Immigration, Non-Profit Governance Attorney: US District Court of the District of Columbia, Washington DC Federal Bar #DE0003 US Bankruptcy Court of The District of Columbia, Washington DC Federal Bar #DE0003 Tax Advisor: IRS Registered Tax lawyer/PTIN, PTIN (over 10 years experience) US Federal Agencies, Boards and Commissions, Federal Administrative Law and Regulatory Compliance Business law services: Administrative Law, Business Law, Collections, Bankruptcy, Corporate, Employment, Regulatory Compliance, Corporate Counsel, Immigration
September 19, 2023
Sahil M.
Drishti Law is devoted to assisting clients identify and protect their competitive advantage by establishing a capitalization strategy that adapts to their needs. Our expertise focuses on developing competent asset management strategies for innovators, creators, startups, and businesses. Additionally, navigating the current IP trends require a seamless experience that is personable and reflective of your goals. The principal attorney, Sahil Malhotra, founded Drishti Law because of his deep passion and ever-evolving interest in Intellectual property and Data Privacy. We take a holistic approach in balancing the risk and rewards as it relates to the development, management, and capitalization of your assets. Our ability to implement complex litigation and prosecution services permits effective execution of trademark, trade secret, copyright, and data privacy for individuals and businesses. It begins with creating a client-centric environment that develops trust through efficient decision making and instituting creative solutions.
Find the best lawyer for your project
Browse Lawyers Now
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
View Trustpilot ReviewHow It Works
Business lawyers by top cities
- Austin Business Lawyers
- Boston Business Lawyers
- Chicago Business Lawyers
- Dallas Business Lawyers
- Denver Business Lawyers
- Houston Business Lawyers
- Los Angeles Business Lawyers
- New York Business Lawyers
- Phoenix Business Lawyers
- San Diego Business Lawyers
- Tampa Business Lawyers
Special Agreement lawyers by city
- Austin Special Agreement Lawyers
- Boston Special Agreement Lawyers
- Chicago Special Agreement Lawyers
- Dallas Special Agreement Lawyers
- Denver Special Agreement Lawyers
- Houston Special Agreement Lawyers
- Los Angeles Special Agreement Lawyers
- New York Special Agreement Lawyers
- Phoenix Special Agreement Lawyers
- San Diego Special Agreement Lawyers
- Tampa Special Agreement Lawyers
Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.
View Trustpilot Review
I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.
View Trustpilot Review
I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.
View Trustpilot Review