HTH Worldwide -- HTH Brokers and Agents

Agent Contracting

Meet a growing market's needs with HTH's highly competitive products, marketing services, attractive commissions and incentive programs.
When you sign up with HTH, you immediately receive unique web links that track online sales via your agent account. These links can be added to your website or emailed to customers. These links will point into our individual product web site located at www.hthtravelinsurance.com.
You will also receive a unique 5 digit Agent ID number. This number can be included on all HTH brochures mailed from your office. This unique number allows us to accurately track all paper enrollments received via your account.
To get started, please review and accept the terms of the HTH Agency agreement below. Once you sign up, you can begin offering HTH plans immediately. In order to receive commissions, you will also need to mail HTH a completed appointment form and copy of your insurance license. A link to the appointment form will be included on the confirmation page once you complete the online sign up process.
HTH Worldwide Agency Agreement

	
AGENCY AGREEMENT

This Agreement sets forth the terms and conditions under which Agent shall perform certain services for the Company.

1	APPOINTMENT

1.1	The Company hereby appoints Agent (and any of its Producers/Sub-brokers if Agent is an Agency) to solicit, at its own expense, new and renewal applications for insurance contracts ("Policy" or "Policies") or as amended from time to time ("Insurers").

2	DUTIES OF AGENT 

2.1	If Agent is Agency, then it shall be responsible for assuring that all of its Producers comply with the following duties as well as the Agent.

2.2	Agent will comply with all laws and regulations which relate to this Agreement and shall indemnify and hold the Company harmless for its failure to do so.  Agent shall maintain in good standing, at its own cost, licenses required by all applicable statutes and regulations.  Agent shall provide copy(ies) of its current license(s) to the Company.  Upon Agent's loss or failure to procure and maintain such licenses as may be required by law, this Agreement shall terminate automatically in accordance with paragraph 7.3. Agent shall comply with all appointment requirements of the underwriters of any of the products.

2.3	Agent may not waive any provision of the Company's underwriting standards or the insurers' underwriting standards without the Company's express prior written authorization.  Any questions about the Company's underwriting standards shall be referred to the Company.

2.4	Agent will comply with the Company's rules and regulations relating to the preparation of proposals and the completion and submission of applications.  As a material part of the consideration for the making of this Agreement by the Company, Agent agrees that there will be made no representations whatsoever with respect to the nature or scope of the benefits of the Policies sold except through and by means of the written material either prepared and furnished to Agent for that purpose by the Company or approved in writing by the Company prior to its use.  Agent shall have no authority and will not make any oral or written alteration, modification, or waiver of any of the terms or conditions of any Policy whatsoever.

2.5	Agent warrants that Agent will diligently and to the best of its ability ensure that the facts set forth by any applicant in any application it solicits are true and correct.

2.6	Agent will conduct itself so as not to affect adversely the business, good standing, and reputation of the Company.

2.7	If instructed by the Company to collect monies, Agent will hold any monies belonging to the Company in a fiduciary capacity and will handle funds in accordance with instructions from the Company.

2.8	Agent agrees not to employ or make use of any advertisement in which the Company's (or its affiliate's) name or its registered trademarks are employed without the prior written approval and consent of the Company.  Upon request of Agent during the term of this Agreement, the Company shall make available for Agent's use, standard advertising prepared for the Company.  Agent may add, at Agent's expense, to the standard advertising only its business name, business address, agent number and telephone number, as provided for in the advertising.  No deletions or changes in the advertising copy are permissible.

Agent shall act solely as an independent contractor, and as such, shall control in all matters its time and effort in the placement of the Policies offered hereunder.  Nothing herein contained shall be construed to create the relationship of employer and employee between Agent and Company.

2.9	Agent shall indemnify and hold the Company and its officers, agents and employees harmless from all expenses, costs, causes of action, claims, demands, liabilities and damages, including attorney's fees, resulting from or growing out of any unauthorized act or transaction or any negligent act, omission or transaction by Agent or employees of Agent.

2.10	Agent shall maintain in force insurance coverage against wrongful acts and errors and omissions of Agent, its agents and employees with respect to the services performed hereunder. Such insurance coverage shall be in the amount of at least $100,000.

2.11	Agent shall promptly prepare and transmit to the Company, in a format acceptable to the Company, such reports as the Company may reasonably require from time to time, including reports of all information necessary for the Company to comply with all applicable laws, rules, and regulations or to manage its business.

3	DUTIES OF THE COMPANY

3.1	The duties of the Company shall vary depending upon the specific product being sold by Agent. At Agent's request, the Company shall provide a detailed description of its duties based upon the products being sold by the Agent. See paragraph 3.1 in Schedule A.

4	RESERVATION OF RIGHTS

4.1	The Company reserves the right to reject any and all applications for its Policies submitted by Agent.

4.2	The Company reserves the right to discontinue writing or offering any of the Policies which are or become subject to this Agreement upon sixty (60) day's notice to Agent (or the number of days required by law in the Agent's state of domicile).

5	MAINTENANCE OF RECORDS

5.1	Company and Agent each shall maintain at their respective principal office, for the duration of this Agreement and for seven (7) years thereafter, a system of files containing this Agreement and books and records of all transactions relating to this Agreement, including records of transactions with individual insureds.  These books and records shall be maintained in accordance with prudent standards of insurance record keeping.

5.2	The Company, its employees, or authorized representatives may have unrestricted access to records for the Policies, and may audit, inspect and examine at reasonable times, upon reasonable notice and during regular business hours at Agent's place of business, all books and records, and may obtain copies of such books and records at its own expense.  Company and Agent acknowledge that each shall accept automated files in lieu of hard copy files as permitted by law.

5.3	Agent shall fully cooperate with any audit or examination by any Department of Insurance or other authorized agencies and shall allow access to books and records maintained by either of them pursuant to this Agreement.  Each shall notify the other within one [1] business day of any such audit or examination.

5.4	All information related to Policies underwritten by Insurers and persons covered by those Policies, including, but not limited to, lists of insureds' names, addresses, other relevant information, applications, master policies, files, documents and correspondence are the property of the Company subject at all times to its control.  Sales literature, computer software and other property, tangible and intangible, which the Company furnishes to Agent, are the property of the Company subject at all times to its control.  Any materials prepared by the Company which relate to Polices underwritten by an Insurer shall be subject to the Company's control.  All property of the Company shall be returned to or provided to it upon its written request.  If Agent's ability to perform under this Agreement shall be affected by the return of such property, then it shall not be held in breach for its failure to perform resulting from such return.  Except as provided in paragraph 5.5, Agent may not duplicate the Company's materials or use them in any way other than as authorized by the Company and shall secure the Company's approval prior to releasing any information contained in this property to parties outside this Agreement.

5.5	During the term of the Agreement, any extensions of it and for three (3) years thereafter, the Company shall keep strictly secret and confidential any Confidential Information about Agent, and Agent shall keep strictly secret and confidential any Confidential Information about the Company.  "Confidential Information" shall include information, written or unwritten, which pertains in any way to financial or accounting matters, business production, methods of business operations, marketing, strategic planning or proprietary information of any kind or nature whatsoever, including trade secrets or know-how.  Each party shall take necessary and reasonable precautions to prevent unauthorized disclosure of Confidential Information and shall require all of its officers, employees, and other personnel to whom it is necessary to disclose the same, or to whom the same has been disclosed, to keep this Confidential Information secret and confidential.  It is understood, however, that certain "Confidential Information" may be required to be filed with State and Federal regulatory agencies in accordance with their reporting requirements.  Neither party shall make use of the name or service mark(s) of the other, including use of the name or service mark(s) of any marketing, enrollment, or other public relations material without prior written approval of the other party.

5.6	Agent recognizes that in the performance of its obligations under this Agreement, it may be party to confidential information about individuals covered by Policies underwritten by an Insurer.  Information that identifies an individual covered by the Policy is confidential.  During the time confidential information is in Agent's custody or control, it shall take all reasonable precautions to prevent disclosure or use of the information for a purpose unrelated to administration of insurance benefits.  Agent may disclose confidential information only:

5.6.1	in response to a court order;

5.6.2	for an examination conducted by the Commissioner of Insurance;

5.6.3	to the other party; or

5.6.4	with the written consent of the identified individual or his or her legal representative.

6	COMPENSATION

6.1	Compensation for each policy written hereunder shall be made by the Company to Agent in accordance with Schedule A, incorporated herein by reference.  The Company shall not be liable for any payments due to agents of Agent during the term of this Agreement or thereafter.

6.2	Compensation due under this Agreement shall be paid to Agent within 30 days from the end of each calendar quarter in which the Company receives premium with respect to its Policies or as may otherwise be agreed upon in writing.

6.3	A party shall have a lien and right of offset on all sums payable hereunder or otherwise for any debt due from the other party or the other party's agents.  Indebtedness under this Agreement or under any other agreement between the parties shall constitute a general indebtedness survive the termination of this Agreement.  A party shall not be limited to recovery of payment of this indebtedness from sums payable under this Agreement.

6.4	The Company shall have the right to offset overpayments to Agent against amounts due to Agent.

7	TERM AND TERMINATION

7.1	This Agreement shall commence on the effective date first stated above and shall continue in force until terminated pursuant to this Article.

7.2	Except as otherwise provided herein, this contract shall be one (1) year from the effective date and shall automatically renew for subsequent one (1) year periods. Either party shall have the right to terminate this Agreement, at any time, upon sixty (60) day notice.  The parties expressly agree that subject to the provisions of paragraph 7.3, any termination of this Agreement will not in any fashion terminate the obligations of the parties with respect to business written during the term of this Agreement.  The obligation of the parties with respect to such business shall remain in full force and effect until the cancellation of termination date of any such Policy.
	
Notice, as provided herein, is to be sent to:

If to the Company:

Worldwide Insurance Services, Inc.
In Care of:  Highway to Health
				Radnor Corporate Center
				100 Matsonford Rd.
				Building 1, Suite 100
				Radnor, PA  19087

				
All notices given under this Agreement must be in writing and sent via a verifiable method to the party receiving notice at the address indicated above or such address as may have been communicated most recently in writing to the sending party.

7.3	This Agreement will terminate automatically upon the occurrence of any of the following events, and upon such occurrence the parties shall be obligated to make only those payments the right to which accrued to the date of termination:

7.3.1	Loss or suspension of a party's license(s) in any state(s) in which both parties are working together;

7.3.2	Conviction of a felony by Agent and/or its employees;

7.3.3	Sale or transfer, or other substantial changes are made in the ownership of Agent's Agency;

7.3.4	Cancellation or expiration of Errors and Omissions insurance required of Agent by this Agreement;

7.3.5	Misappropriation (or failure to remit) any funds or property due the Company from Agent;

7.3.6	Determination that Agent is not in compliance with Company underwriting guidelines or the terms of this Agreement and Agent has failed to correct the problem within 10 days of the Company providing written notice of same

7.3.7	The filing of a petition in bankruptcy by a party or commencement of any voluntary insolvency proceeding;

7.3.8	The filing of an involuntary petition in bankruptcy or commencement of any involuntary insolvency proceeding not cured by dismissal by the party within sixty (60) days of filing.

7.3.9	The event of a material breach of this Agreement.

7.4	In the event of a default by a party to this Agreement, the other party may terminate this Agreement by providing sixty (60) days written notice in advance of termination.  The defaulting party shall have thirty (30) days from receipt of the written notice of termination to remedy the default or commence to substantially remedy the default if the default cannot be cured within the thirty (30) day period.

8	GENERAL PROVISIONS

8.1	Failure of either party to insist upon the performance of any of the terms of this Agreement or to declare a forfeiture or termination in the event of non-performance by the other party shall not constitute a waiver of performance required hereunder.

8.2	No assignment, transfer or disposal of any interest that a party may have pursuant to this Agreement shall be made at any time without prior written approval of the other party.

8.3	This Agreement shall be binding upon the administrators and executors, successors and permitted assignees of the parties hereto.

8.4	No Amendment or modification of this Agreement shall be valid, or of any force or effect, unless the same be in writing and acknowledged and signed by the Company and Agent as set out in paragraph 7.2.

8.5	Any disputes, claims or counterclaims arising from or relating to this Agreement shall be subject to and shall finally and exclusively be resolved by binding arbitration under the rules of conciliation and arbitration of the American Arbitration Association.  Each party shall appoint an arbitrator, and the two arbitrators thus selected shall designate a third.  If either party fails to appoint an arbitrator within thirty (30) days after receipt of notice of the appointment by the other party of its arbitrator, or if the arbitrators selected by the parties fail to appoint a third within thirty (30) days after both have been appointed, then the American Arbitration Association shall have the power, on the request of either party, to make the appointments which have not been made as contemplated above.  The costs of arbitration shall be borne equally by the parties.

8.6	This Agreement shall be construed for all purposes and shall be interpreted and enforced in accordance with the laws of the Commonwealth of Virginia.  The parties agree the site of this contract is the State of Virginia.  Each chooses the Commonwealth of Virginia as it choice of forum for any suit or other action which may be filed to enforce all or any part of this Agreement or for damages arising directly or indirectly from it.
 
8.7	The terms and provisions of this Agreement shall be severable.  If any provision of this Agreement shall be adjudged invalid or unenforceable under applicable law, such part may be reformed by a court of competent jurisdiction sitting in equity.  The parties shall continue to abide by all other or remaining terms of this Agreement, and if the court declines to revise the offending provision, the parties shall strive to deal with each other in a fair and reasonable manner.

9	This Agreement constitutes the entire agreement between the parties with respect to its matter.

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have executed this Agreement.

                                  Agency Agreement
 
                                     Schedule A

                            Product Compensation Schedule

Requirements


Agent will also be required to furnish copies of State licenses for those States where products are to be marketed.

Compensation
 
The compensation stated below will be paid on Gross Collected Premium received from or through the Agent:

Travel Programs-Individual Plans

Product	              Description                                           	Commission
---------------------------------------------------------------------------------------------
TravelGap          Single trip health and accident insurance      	              20%
Vacationer          for international travel

TravelGap         Annual, multi-trip health and accident           	              20%
Multi-trip            insurance for frequent travelers
 
Trip                   Comprehensive travel insurance to protect         	      20%
Protector           your vacation investment                         	        
 
Trip                  Comprehensive travel insurance to protect         	      20%
Protector          your vacation investment
Preferred  
 
Global              Major medical insurance for International Study   	          15%
Student
USA

US Students    Medical Insurance for International		                           15%
Abroad	  
 
Global              Major medical insurance for expatriates           	           15%
Citizen

Business          Programs-Mandatory Group Plans



Product	           Description                                           Commission
---------------------------------------------------------------------------------------------
Business        Blanket accident and health insurance      		           15%
Traveler         for business traveler

Global            Major medical insurance for expatriates       		    8% 
Health 
Guard		  

Student    Programs- Mandatory Group Plans 


Product	               Description                                       Commission
---------------------------------------------------------------------------------------------
Student              Blanket student accident and sickness plan            10% (May Vary 
Group                                                                                         based upon
Health                                                                                        specifics of risk)
Plan 

Compensation for renewal business: The compensation stated below will be paid on Gross Collected 
Premium received from or through the Agent for renewal business.
Product	      Description                                                  Commission
---------------------------------------------------------------------------------------------
TravelGap     Annual, multi-trip health and accident insurance   	       10%
Multi-trip    for frequent travelers

Global        Major medical insurance for expatriates                  	  7.5%
Citizen
  
Business      Blanket accident and health insurance for             	   15%
Traveler      business traveler
 
Global       Major medical insurance for expatriates               	        8%
Health 
Guard
 

3.1              The Company’s duties relating to all Policies are described below.

3.1.1     The Company shall provide customer services for all Policies, other than Business Traveler Policies, including:

        a.      Maintain records on all Enrollees in the Policies.

        b.      Make any permitted changes requested by Enrollees.

        c.      Respond to Enrollee inquiries about coverage.

        d.      Respond to all complaints from participating groups or Enrollees.

3.1.2     The Company shall perform claims services for all Policies, other than Business Traveler Policies, including:

        a.   	Adjudicate all claims submitted under Policies.

        b.   	Respond to all inquiries about claims.

        c.   	Respond to all complaints from participating groups or Enrollees.

3.1.3   The Company shall provide customer services for all Business Traveler Policies including:

        a.       Maintain records on all group policies.

        b.       Make any agreed upon changes requested by policyholder.

        c.       Respond to policyholder inquiries about coverage.

        d.       Respond to all complaints from participating group policyholders.

3.1.4          The Company shall perform claims services for all Business Traveler Policies including:

            	a.    Adjudicate all claims submitted under Policies.

        b.   Respond to all inquiries about claims.

        c.   Respond to all complaints from participating group policyholders.

3.1.5     The Company will provide approved brochures and other approved marketing materials for sales campaigns for all Policies.
Please check this box to indicate that you have read, understand and agree to the above terms and conditions of the HTH Worldwide Agency Agreement.
COMPENSATION SCHEDULE - AGENT
PRODUCER, INDIVIDUAL INSURANCE PRODUCTS

Commission is paid on collected premium. All premiums are required at time of enrollment for all plans, except Global Citizen. HTH offers modal billing to Global Citizen customers on a monthly, quarterly, semi annual and annual basis.
Commission Schedule	Commission (%) in 1* Year	Renewal Commissions (%)
TripProtector Plans	20	N/A
TravelGap Plans	20	10 (Multi Trip)
TravelGap Group Plans	15	N/A
Global Student Plans	15	7.5
Global Citizen Plans	15	7.5
Business Traveler	15	15
Global Health Guard	8	8
Please check this box to indicate that you have read, understand and agree to the commission schedule listed above.
Agent Contracting

HTH Worldwide Agency Agreement

COMPENSATION SCHEDULE - AGENTPRODUCER, INDIVIDUAL INSURANCE PRODUCTS

COMPENSATION SCHEDULE - AGENT
PRODUCER, INDIVIDUAL INSURANCE PRODUCTS
