This AGENT AGREEMENT (the â€śAgreementâ€ť) is made and entered into as of ______________
20____, (the â€śEffective Dateâ€ť), by and between ACI Adjustment Group, with offices at 3835 S. mallard
Lane,Doylestown, PA 18902, (the â€śCOMPANYâ€ť), and ____________________________, an
individual, with offices at _____________________________________________________ (the
â€śAgentâ€ť). The Agent and the COMPANY may sometimes hereinafter be referred to individually as a
â€śpartyâ€ť or jointly as the â€śpartiesâ€ť.
WHEREAS, the COMPANY markets, offers and sells certain Public Adjustment services and
other relief services to homeowners and other related goods and services (collectively the â€śPlansâ€ť);
WHEREAS, the Agent desires to market, offer and sell some of the COMPANYâ€™s Plans and
COMPANYâ€™s other goods and services (the â€śServicesâ€ť); and
WHEREAS, COMPANY and Agent believe it would be advantageous to enter into an Agreement
whereby COMPANY will compensate Agent for all new Plans Agent sells to potential clients (the
â€śAgent Sold Plansâ€ť) on behalf of COMPANY.
NOW,THEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged by the parties), COMPANY and Agent hereby agree as follows:
I. TERM & TERMINATION.
A.- Term. Subject to earlier termination, as provided herein, the term of this Agreement shall be for a
one (1) month period, from the above noted Effective Date, and shall automatically extend thereafter
for successive monthly terms.
B.- Termination. Regardless of anything contained herein to the contrary: (1) The COMPANY may
terminate this Agreement immediately for any reason or for no reason and, in such event, the Agent
shall immediately stop performing all Services (unless otherwise directed by the COMPANY in
(2) The Agent may terminate this Agreement at any time upon not less than thirty (30) business days
prior written notice to the COMPANY. Upon the effective date of the termination of this Agreement,
the COMPANY shall have no further obligation or liability to the Agent other than to make any
payments of commissions due Agent for Agent Sold Plans written and submitted while this Agreement
was in force, less any applicable chargebacks. Any commissions due and payable, following
termination without breach or cause, shall be paid at the rate specified on the hereto attached
Addendum # 1, less any applicable chargebacks, on the first pay period following the third full month
of membership for each respective Agent Sold Plans, provided however, that in the event that the
COMPANY terminates this Agreement for cause, as a result of Agentâ€™s breach of this Agreement, or
due to violation of Sections IV, X, or of this Agreement or unpaid indebtedness, by the Agent, such as
chargebacks, then the COMPANY shall not be obligated to pay any further commissions hereunder and
Agent hereby agrees to forfeit same. Any action or claim arising out of or related to this Agreement
must be brought within one (1) year from the first date such action could have been brought. If a longer
period is prescribed by statute, the parties hereby expressly waive it.
C.- Remedies in the Event of Breach. In the event of a breach by the Agent of any of the covenants of
this Agreement, the COMPANY shall be entitled to:
1) Obtain an injunction enjoining any violation or hreatened violation of the covenants herein for the
benefit and protection of the COMPANY;
2) Obtain an injunction compelling the performance by Agent of all obligations and covenants owed to
the COMPANY under this Agreement;
3) Obtain a judgment for all losses, damages, profits or expenses which are incurred, lost or suffered by
the COMPANY, including all reasonable attorneysâ€™ fees and court costs incurred by the COMPANY, in
enforcing any of its right under this Agreement; and
4) Withhold from Agent and not pay to Agent any sum otherwise payable by COMPANY to Agent
hereunder, including without limitation, any such sum attributable to Agent Sold Plans and
II. SCOPE OF SERVICES, AUTHORITY AND RESPONSIBILITY OF AGENT.
A.- Agent acknowledges the hiring fee selected corresponds to Training materials offered and is NONREFUNABLE.
The training materials offered are not guaranteed and may change from time to time.
B.- Agent is an independent contractor and not an employee of the COMPANY.
C.- Agent may not bind the COMPANY by any promise or agreement.
D.- Agent may not make, alter, discharge, waive or modify any terms, rates, conditions or limitations of
any contract or services of the COMPANY.
E.- Agent may not adjust or settle any claim, unless specifically directed by COMPANY.
F.- The Agent shall pay all expenses incurred by him/her in the performance of the Services and/or any
other obligations under this Agreement, and when requested by the COMPANY, shall furnish a bond of
indemnity in such form and amount as may be approved by the COMPANY. Any such expenses not
paid by the Agent, which are paid by COMPANY, may be offset by the COMPANY against any
commissions and/or service fees payable to Agent hereunder. The Agent shall be available, during the
term of this Agreement, to attend and participate in all required training, monitoring and supervision
activities and/or seminars as required and or requested by the COMPANY.
G.- Agent is hereby authorized on behalf of the COMPANY, provided that the Agent is in compliance
with all applicable regulatory licensing requirements at the time of solicitation, to market, offer, solicit
agreements and obtain Agent Sold Plans for the approved products offered by COMPANY authorized
for marketing by the COMPANY
III. COMPENSATION & CHARGEBACKS. A.- COMPENSATION.In consideration for the
provision of the Services by the Agent, the Agent shall be compensated by commission, as follows: The
COMPANY shall pay a Commission on approved and accepted new Agent Sold Plans, based upon The
Agent Schedule of Commission which is attached and made a part of this agreement:
1.- No additional compensation, bonuses, remuneration or reimbursement will be due and payable to
the Agent for the Services. Any officer of the COMPANY may, at its sole discretion, amend the Agentâ€™s
Schedule of Commission at any time. All expenses incurred in the marketing of Agent Sold Plans
offered by COMPANY and/or for provisioning the Services are the sole responsibility of Agent. The
COMPANYâ€™s liability is limited to the payment of commissions as delineated in the herein referenced
Agentâ€™s Schedule of Commission, as amended from time to time.
B. CHARGEBACKS. Notwithstanding anything contained in this greement and/or any addendum
referenced herein to the contrary, no commissions shall be due and/or payable on any agreements
and/or Agent Sold Plans not accepted by COMPANY. In the event that the Agent incurs any
indebtedness to the COMPANY or any assignee of COMPANY, COMPANY may offset against and
deduct from any compensation and/or commission due the Agent said indebtedness. Agent agrees such
indebtedness shall be a first lien against all such compensation and/or commissions. The COMPANY or
any assignee may offset any indebtedness created by Agent, including the reimbursement of any
commissions paid in advance to the Agent by the COMPANY and any and all costs incurred by
COMPANY, against any commission and/or overrides due Agent. Agent shall be responsible for and
shall reimburse COMPANY for any and all collection fees incurred by COMPANY in order to collect
any amounts owed by Agent to COMPANY hereunder, including reasonable attorneyâ€™s fees and costs.
Agent hereby acknowledges and agrees that all payments to Agent for any Agent Sold Plans of
members in the Plans shall be deemed an advance of compensation to Agent. C. The COMPANY will furnish the Agent with a periodic statement of the Agentâ€™s account and will
pay any amount due Agent hereunder. Upon receipt of such statement the Agent shall immediately
examine it, and if not satisfied as to its accuracy, Agent shall return such statement and the payment to
COMPANY with full particulars of any discrepancy therein within thirty (30) days of the date of the
statement; otherwise the statement shall be deemed accepted by Agent as true and correct, and therefore
thereafter waives any and all rights to any claims regarding same. The account on the books of
COMPANY shall be competent evidence of such account for all purposes.
D. If this Agreement is terminated by the Company or the Agent or should the Agent die or become
totally disabled while this Agreement is in force, he/she, or in the case of his/her death, his/her heirs or
legal representatives shall, except as hereinafter provided in this Agreement, receive any commissions
that are due and owing under the provisions of this Agreement as of the termination date, if any.
E. The COMPANY may at any time offset any debt or debts due from the Agent to the COMPANY,
including but not limited to funds expended by COMPANY so that the Agent can generate Agent Sold
Plans, arising from his transactions under this or any previous or subsequent contract against any
commission, service fees, or other compensation due or to become due him from the COMPANY and
any and all affiliates of the COMPANY. Unless otherwise specifically provided, all debts due the
COMPANY, including advances to the Agent against commissions or other compensation, such as
funds expended by COMPANY so that the Agent can generate Agent Sold Plans, are payable upon
demand and are not recoverable solely from commissions or other compensation.
F. The Agent shall be jointly and severally liable, to the COMPANY for the payment of all monies due
from the Agent or debit balances on the account of the Agent resulting from advanced payments to the
Agent from the COMPANY. The COMPANYâ€™S books and records shall be prima facie evidence of
such debit balances or loans due. Nothing herein shall require COMPANY to make any loans to Agent
hereunder. The Agent hereby assigns to the COMPANY, with recourse, as collateral for all such monies
due, debit balance or loans, all amounts due and to become due to the Agent from the COMPANY and
all notes in favor of the Agent. The Agent agrees to execute all other documents required of him by the COMPANY in order to properly evidence and effectuate such assignments, and to guarantee the legal
G. Agent hereby acknowledges and agree that it is responsible for the payment of any chargeback
amounts and that the following chargeback/nonpayment policy shall apply to the commissions paid to
1) Agent shall be charged back 100% of any Commissions it received, if any, if itâ€™s Agent Sold Plans
terminates their application and/or agreement for the Plans they subscribed to.
2) Agent shall be charged back 100% of any paid commissions, if any, if its Agent Sold Plans
terminates service with COMPANY or has its service terminated by the Plans party during the term of
the Agent Sold Planâ€™s service agreement; and
3) In the event any Agent Sold Plan fails to pay COMPANY for services rendered, Agent agrees that
the COMPANY may suspend, discontinue, terminate and/or charge back, as applicable, a prorated
portion of the commissions related to such Agent Sold Plans due to such nonpayment.
By executing this Agreement, Agent specifically agrees to pay any and all charge back amounts
calculated hereunder. Agent hereby acknowledges and agrees that its payment of the charge back
amount is a material term of this Agreement and failure to make such payment shall result in the
immediately termination for cause of this Agreement by COMPANY. In addition to invoicing Agent for
charge backs, Agent hereby agrees that COMPANY may recover charge backs by withholding from or
offsetting against future commissions or other compensation otherwise due or payable to Agent. If the
Agent thereafter becomes current, Agent shall be paid residuals in full on such accounts. In the event
that any of Agentâ€™s Agent Sold Plans cancel or discontinue their Agent Sold Plan and/or application during the term of any contract, Agent hereby agrees that COMPANY may recover from Agent a prorata
share of commissions paid to Agent on such account. Further, Agent agrees that if one of its
affiliates (an entity under common control) is subject to charge backs by COMPANY, based on
cancellation or discontinuance of agreements and/or Agent Sold Plans sold by such affiliate,
COMPANY shall be entitled to offset Agentâ€™s affiliateâ€™s charge backs against Agentâ€™s commissions.
IV. LIMITATIONS OF AUTHORITY.
A. The Agent shall have no authority to make, alter, modify or discharge any evidence of coverage,
policy, rider, or contract and/or extend any provision thereof, waive any forfeiture, incur any debts or
expenses for which COMPANY may be liable, receive any money for COMPANY, except as may
herein or elsewhere specifically in writing be authorized by the COMPANY, withhold or convert to
Agentâ€™s own use or for the benefit of others any monies, securities, policies or receipts belonging to
COMPANY or fail to submit promptly to the COMPANY any applications for coverage or accept
payments of any kind for COMPANYâ€™s Plan; and
B. The Agent shall have no authority to endorse or present for collection any check, draft or other
instrument made payable to COMPANY. V. APPOINTMENT AND RELATIONSHIP.
A. The COMPANY hereby appoints the Agent to act on its behalf and represent it only to the extent
B. The Agent is an independent contractor with respect to the COMPANY, and nothing contained
herein shall create or be construed to create the relationship of Employer/ Employee between the
COMPANY and the Agent or between the COMPANY and any employee of the Agent;
C. Nothing herein contained shall be deemed to create an agency, joint venture, partnership or franchise
relationship between the parties hereto. The Agent acknowledges that the Agent is NOT an employee of
the COMPANY and as such is NOT entitled to any COMPANY employee rights and/or benefits.
VI. AGENTS REPENSENTATION.
Agent hereby represents, warrants and agrees that it is authorized by this Agreement to act on behalf of
the COMPANY solely for purposes of the Services and to conduct approved and regulatory compliant
marketing and sales activities in order to obtain Agent Sold Plans for COMPANYâ€™s Plans.
VII. CONFIDENTIALITY & HIPAA.
The Agent is required to protect the privacy and confidentiality of personal and financial information
regarding COMPANYâ€™s Agent Sold Plans, applicants, current and former members, employer groups,
and providers. The Agent will not disclose personal or financial information to anyone other than
COMPANY, as is applicable for the purpose stated herein. The Agent agrees to comply with all
Federal, State, and Local laws regarding the privacy and confidentiality of information regarding Agent
Sold Plans, applicants, current and former members, employer groups and providers. The Agent agrees
to comply with all COMPANY privacy and confidentiality requirements and the Health Insurance
Portability and Accountability Act (HIPAA) and the Gramm-Leach-Bliley Act (1999) including any
regulations or amendments thereto. The COMPANY, and the Agent all agree they will not disclose or
use the non-public personal information provided to them under this agreement to any person or entity
except as necessary to carry out the marketing of any of the products offered by COMPANY, under this
Agreement, or under another expressly recognized exception to the Gramm-Leach-Bliley Actâ€™s opt-out
requirement, in the ordinary course of business to carry out such marketing.
VIII. COMPLIANCE WITH LAWS
A. Agent will comply with all federal, state, county, municipal or other statutes, laws, ordinances,
regulations, rules or orders of any governmental or quasi-governmental entity, body, agency,
commission or board applicable to or with regulatory authority over Agentâ€™s business or practices.
B. The Violent Crime Control and Law Enforcement Act (18 U.S.C. 1033 et seq.) makes it a crime for
individuals convicted of certain felonies to willfully engage in the business of insurance and dealing
with the public, especially in handling monies of the public. By entering into this contract the Agent
represents that he/she is not prevented from engaging in insurance business and dealing with the public,
especially in handling monies of the public under said act or any other applicable law. The Agent
agrees to accurately and fully complete any background information forms provided and required by
the COMPANY, and to advise COMPANY in writing within thirty (30) days if they have been
convicted of a felony while this Agreement is in effect. The COMPANY recommends that any Agent
who has concerns about their ability to act as an Agent to contact the appropriate regulatory agency.
IX. N OTICES.
A. The Agent understands and agrees that the COMPANY and the Agent through the established
business relationship by this Agreement , may choose to communicate with each other through the use
of telephone, mail, email or facsimile to the mailing address(es), phone numbers, or email address(es)
provided herein. The Agent agrees to notify the COMPANY immediately of any change of any of the
Agentâ€™s contact information
B. Any notice or demand which either party is required to give the other party under this agreement
shall be in writing and either personally delivered or sent by certified mail. Notice shall be deemed
delivered upon receipt. Either party may designate a different address by giving notice of change of
address in the manner provided above.
A. The Agent agrees that while this agreement is in force, and for a period of two (2) years following
its termination for any reason, the Agent shall not directly or indirectly contact, solicit, communicate or
meet with any of the COMPANYâ€™S client, customers and/or Agent Sold Plans for the purpose of
modifying, rewriting, canceling, lapsing or replacing any of COMPANYâ€™S Plans. Failure to comply
with the provisions of this Section will result in termination of this Agreement for cause and
termination and forfeiture of any and all commissions or vested Commissions (if any).
B. In addition, the Agent agrees that while this agreement is in force, and for a period of two (2) years
following its termination for any reason, the Agent shall not directly or indirectly compete or work for
another company that competes with the business of the COMPANY in any market of the COMPANY.
Agent agrees that the amount of time restricted (2 years) and the distance ( the Company's markets) are
deemed to be reasonable for this covenant not to compete within this paragraph.
XI. RETURN OF COMPANY PROPERTY.
A. Agent acknowledges and agrees that the COMPANYâ€™s trade secrets obtained by Agent during the
term of this agreement were and are conveyed in confidence by the COMPANY, and that any the
unauthorized sale, use, disclosure or distribution thereof constitutes unfair competition.
B. Trade secrets include but are not limited to client lists, confidential materials, price lists, sales
presentations, marketing plans and techniques, and other plans developed for the purpose of promoting
COMPANYâ€™s products or services. This includes those trade secretâ€™s that are future in nature, that are
planned or under consideration by which the Agent is apprised or aware of by reason of the parties
C. Upon the termination of this Agreement for any reason whatsoever, the Agent agrees to end all
further use and utilization of, and to immediately return to the COMPANY, in good condition, all
property of COMPANY including, without limitation, any property or equipment furnished by the
COMPANY or created or prepared by the Agent, either alone or jointly with others, pursuant to the
provisions or requirements of this Agreement. Without limiting the generality of the foregoing, all
correspondence, reports, records, charts, advertising materials, sales presentations and other similar
data pertaining to the business, activities, research and development, Intellectual Property or future
plans of COMPANY that are collected by the Agent, including any and all copies or reproductions
thereof, as well as any computer equipment, passwords and access cards provided to the Agent by
COMPANY, shall be delivered promptly to the COMPANY without request by it upon termination of
this Agreement. In the event that any such items are not so returned, the COMPANY will have the right
to enjoin the retention and/or use of said material by Agent, as it is agreed that the continued retention
and use by the Agent will cause irreparable harm. Agent shall be responsible for all costs and fees
expended by COMPANY in seeking the return of COMPANY property as contained in this paragraph.
XII. COMPLIANCE WITH APPLICABLE LAWS.
A. The Agent warrants that the Services performed under this Agreement shall comply with all
applicable federal, state and local laws and regulations. Notwithstanding anything contained herein to
the contrary, should Agent be found to be in breach of any applicable federal, state and/or local laws,
then Agent hereby agrees to indemnify COMPANY as to any and all costs, losses, damages and/or
claims, including but not limited to reasonable attorneyâ€™s fees, suffered by COMPANY because of
Agentâ€™s breach thereof.
B. The Agentâ€™s performance under this Agreement shall be conducted with due diligence and in full
compliance with the highest professional standards in the industry. The Agent shall comply with all
COMPANY policies and procedures, applicable laws, rules and regulations in the course of performing
A. This agreement supersedes any and all other agreements, either oral or written, between Company
and Agent. This agreement may not be amended, supplemented or otherwise modified, except in
writing signed by the parties.
B. Each party acknowledges that no representations, inducements, promises or agreements have been
made by or on behalf of any party except those covenants and agreements embodied in this agreement.
No agreement, statement or promise that is NOT contained in this agreement shall be valid or binding.
C. If any term of this agreement is held to be void or unenforceable by a court of competent
jurisdiction, the remainder of the contract terms shall remain in full force and effect and will not be
D. Agent shall not have the right to assign Agentâ€™s rights, title or interest in this agreement or to
delegate Agentâ€™s obligations under this agreement without the Companyâ€™s express written consent
E. The validity of this agreement and any of its terms or provisions, as well as the rights and duties of
the parties shall be governed and construed pursuant to and in accordance with the laws of the
Commonwealth of Pennsylvania. Both parties hereby consent to such jurisdiction and venue and waive
all objections thereto.
F. The parties agree and understand that any dispute resulting from this Agreement shall be submitted
to binding arbitration. It is further agreed and understood that the party initiating such action shall be
responsible for all fees and costs including reasonable attorney fees.
G. This agreement is valid only after execution by the Agent and by acceptance in writing by an
authorized officer of the Company. IN WITNESS WHEREOF, the parties knowingly, voluntarily, and
intending to be legally bound, have executed this Agreement to be effective as of the date set forth
AGENT: ______________________________ Date: ______________
Business Name: _____________________________________________
Business Address: ____________________________________________
City: _____ ______________________ State: _________ Zip: _____________
On behalf of ACI Adjustment Group by:
SIGNATURE: _____________________ Date: _______________
NAME and TITLE: ________________________________
Agent Schedule of Commission
All CLIENT CLAIMS RANGE FROM A COMPANY TOTAL OF 35%-5% DEPANDING ON SIZE AND NATURE OF CLAIM. THE AGENT COMMISSIONS TABLE BELOW IS A PERCENTAGE OF TOTAL PAID BY CLIENT
Example: If ACI collects $20,000 for a client and our fee is 30% ( average fee) That's $6,000 collected.
ACI pays out 50% to the Adjusting team or $3,000.
APA level 20% or $600.00 and if there were a DM with no GA the DM would get a 30% override or
$900.00 on the APA's sale. In this example if there was a GA in between the payouts would be APA=
$600.00 GA override 10% = $300.00 and DM= $600.00.
First Level -APA (Apprentice) This is the starting point for all new agents.
1.- The commission on a Adjustment sale is payable as follows: The sum equivalent to Twenty (20%)
upon the receipt and complete processing of the Client claim Payment.
2.- Once the agent completes the Company Training for Agents and produces 3 pieces of business, the
Agent may recruit other Agents. When an agent recruits 3 people and they sign up as agents then he/she
is automatically promoted to General Public Adjuster.
Second Level-General Public Adjuster (GPA)
1.- The commission on a Adjustment sale sale is payable as follows: The commission on a personal
Adjustment sale is payable as follows: The sum equivalent to Thirty (30%) upon the receipt and
complete processing the Client Payment.
2.- An override equivalent of Ten Percent (10%& 20% depending on agent writings sale level ) on
sales by agents in their hierarchy*.
3.- Once the GPA completes the Company Training for General Public Adjuster and each of their
Agents produces 3 pieces of business, the Agent may recruit other Agents. When the LA creates three
other GA's he/she is promoted to District Manager.
District Manager (DM)
1.- The commission on a personal Adjustment sale is payable as follows: The commission on a personal
Adjustment sale is payable as follows: The sum equivalent to Fifty percent (50%) upon the receipt and
complete processing of the each Client Payment.
2.- An override equivalent of Twenty Percent (30% &10% depending on agent writings sale level) on
sales by agents in their hierarchy*.
3.- Once the DM completes the Company Training for District Manager and produces 3 District
managers, the DM may be promoted to Regional Sales Director.
4.- The DM is required to assist all agents in his/her Hierarchy on a daily basis.
Regional Sales Director (RSD) ALL RD are responsible for estimating their hierarchy's claims.
1.- The commission on a personal adjustment sale is payable as follows:
The sum equivalent to Seventy (70%) per month upon the receipt and complete processing of the each
monthly Client Payment.
2.- An override equivalent of Forty Percent (50% ,40%,20% depending on agent writing level) on sales
by agents in their hierarchy*.
3.- Once the RSD completes the Company Training for Regional Sales Director and produces 2 District
Managers, the RSD may be promoted to Regional Vice President.
4.- The RSD is required to assist all agents in his/her Hierarchy on a daily basis.
Regional Vice President (RVP) Shares in responsibility to estimate all client claims in hierarchy.
1.- The commission on a personal Adjustment sale is payable as follows:
The sum equivalent to Eighty (80%) per upon the receipt and complete processing of the each monthly
2.- An override equivalent of (60%,50%30%20% depending on the agent wrote the sale) on sales by
agents in their hierarchy*.
3.- Once the RVP completes the Company Training for Regional Vice Presidents and produces 2
Regional Sales Directors , the RSD has the opportunity to become a Divisional President.
4.- The RVP is required to assist all agents in his/her Hierarchy on a daily basis.
5.- When the RSD is promoted to RVP he/she must give up one leg of their hierarchy. The choice will
be the current RVPâ€™s.
*Overrides will not be payable on any agent in your hierarchy that surpasses your level.
Divisional President_Must Adjust and estimate all claims in hierarchy.
1.- The Divisional President get a protected territory. After $25,000 with in 12 Months of accepting DP position UNLESS waived by company in writing NO VERBAL waivers are permitted. This will activate the agreed upon Protected territory,the protect territory will be determined by the company.
2.- The commission on a personal Adjustment sale is payable as follows:
The sum equivalent to (100%) complete processing of the Client Payment.
3.- The DP may receive overrides in the amount of (80%50%30%,20%) for the entire protected
4.- The DP is not limited to recruiting only in his/her the protected territory. However, DP will pay 5%
fee for sales made by his agents to the DP of that protected territory.
Code of Business Conduct & Ethics
This Code of Business Conduct & Ethics, herein known as the "Code," applies to all ACI Adjustment Group, Inc. directors, officers, employees, subcontractors, and/or representatives as well as to directors, officers, employees, subcontractors, and/or representatives of any/all subsidiary of ACI Adjustment Group, Inc. now or in the future. Such directors, officers, employees, subcontractors, and/or representatives are herein known as the "Covered Parties." ACI Adjustment Group, Inc. and its subsidiaries are referred to herein known collectively as the "Company."
The Company is proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. To this end, this Code of Business Conduct & Ethics serves to (1) emphasize the Company's commitment to ethics and compliance with the law; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing.
Given the variety and complexity of ethical questions that may arise in the Company's course of business, this Code of Business Conduct & Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Parties should remember the Company's commitment to the highest ethical standards and seek advice from supervisors, managers or other appropriate personnel to ensure that all actions they take on behalf of the Company honor this commitment. When in doubt, remember Warren Buffett's rule of thumb:
"I want employees to ask themselves whether they are willing to have any contemplated act appear the next day on the front page of their local paper â€“ to be read by their spouses, children and friends â€“ with the reporting done by an informed and critical reporter."
C. Ethical Standards
1. Conflicts of Interest
A conflict of interest exists when a person's private interest interferes in any way with the interests of the Company. A conflict can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a Covered Party, or any members of his or her family, friends, personal or business associates, receives improper benefits as a result of his or her position at the Company. Loans to, or guarantees of obligations of, Covered Parties and their family members, friends, and associates may create conflicts of interest. It is almost always a conflict of interest for a Covered Party to work simultaneously for a competitor, customer, supplier, or service provider.
Conflicts of Interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or manager or, if circumstances warrant, the Chief Officer of the Company. Any Covered Party who becomes aware of a conflict of potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel immediately.
All directors, officers, employees, subcontractors, and/or representatives, shall disclose and material transaction or relationship that reasonably could be expected to give rise to such a conflict to the Chief Officer of the Company, or if applicable, the current Board of Directors of the Company, or assigned liaison. No action may be taken with respect to such transaction or party unless and until such action has been approved by the Chief Officer of the Company or, if applicable, the current Board of Directors of the Company, or assigned liaison.
2. Corporate Opportunities
Covered parties are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Chief Office of the Company or, if applicable, the current Board of Directors of the Company. No Covered Party may use corporate property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Covered Parties owe a duty to the Company to advance its legitimate interests whenever possible.
3. Fair Dealing
Covered Parties shall behave honestly and ethically at all times, with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, customers, insurance companies, and any/all parties involved during the course of our business. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or including such disclosures by past or present employees of other companies is prohibited. No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and wound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered or accepted by a Covered Party or any family member of a Covered Party unless it (1) is consistent with customary business practices, (2) is not excessive in value, (3) cannot be construed as a bribe or payoff and (4) does not violate any laws or regulations. The offer or acceptance of cash gifts by any Covered Party is prohibited. Covered Parties should discuss with their supervisors, managers or other appropriate personnel any/all gifts or proposed gifts, whether they are believed to be appropriate or not.
Covered Parties who have access to confidential information are not permitted to use or share that information for any other purpose except the conduct of the Company's normal business. All non-public information about the Company should be considered confidential information thereof, and should never be disseminated by any means, to any outside party, without the express written consent of the Chief Office of the Company or, if applicable, the current Board of Directors of the Company, or assigned liaison.
5. Protection and Proper Us of Company Assets
All Covered Parties should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. The Company's equipment should not be used for non-Company business, though incidental personal use is permitted.
The obligation of Covered Parties to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as; trade secrets; client and/or business development strategies; artwork; logos and likenesses; patents; trademarks and copyrights; as well as business documents, drafts, and outlines; marketing and service plans; engineering and manufacturing ideas; designs; databases; records; clients lists; advertisement materials distributed or not; salary information; and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.
6. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. In conducting the business of the Company, the Covered Parties shall comply with applicable government laws, rules and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business. Although not all Covered Parties are expected to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from supervisors, managers or other appropriate personnel.
If the Company determines this Code has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, the offending Covered Party may be disciplined for non-compliance with penalties up to and including removal from their position or dismissal. Such penalties include written notices to the individual involved that a violation has been determined, demotion or re-assignment of the individual involved, and suspension with or without pay or benefits. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Party and the Company. All Covered Parties are expected to cooperate in internal investigations of misconduct.
We must all work together to ensure prompt and consistent action against violations of this Code. In some situations, however, it is difficult to know if a violation has occurred. Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
1. Make sure you have all of the facts. In order to reach the right solutions, we must be as informed as possible.
2. Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is.
3. Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
4. Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and he or she will appreciate being consulted as part of the decision-making process.
5. Seek help from Company resources. In rare cases where it would be inappropriate or uncomfortable to discuss an issue with your supervisor, or where you believe your supervisor has given you an inappropriate answer, discuss it with the Chief Officer of the Company or, if applicable, the current Board of Directors, or assigned liaison.
6. You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the Company's legal obligations. The Company in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith.
7. Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.