INDEBTEDNESS APPENDIX
Agent/Agency agrees to indemnify Company, all of the Affiliated Companies and their respective officers, employees and other agents for any indebtedness, obligations, liabilities, losses, costs or expenses incurred or monies paid by Company to any contracted carrier or to any person as the result of the misrepresentations, negligence or actions of the Agent/Agency or its employees, subcontractors, enrollers, or Sub-Agents associated with Agent/Agency.
Agent/Agency shall promptly inform Company of any indebtedness of any of its Sub-Agents. Agent/Agency shall use its best efforts to collect on all such indebtedness including, where permitted by applicable law, promptly referring a Sub-Agent to a collections agency and reporting the Agent to a third-party reporting services like Vector One®. Agent/Agency understands that Company may have a list of collection agencies that it will provide upon request. Where possible, Agent agrees to use those collection agencies to collect on any indebtedness.
Agent hereby personally guarantees the prompt payment and performance when due of all obligations of each Sub-Agent to Company, including the obligation to pay when due all indebtedness of Agent and all Sub-Agents. Such personal guarantee shall not be affected by any change in the relationship of Agent and the Sub-Agents. Upon expiration or termination of this Agreement for any reason, all indebtedness of the Sub-Agents shall become due and payable to Company from Agent. Should any monetary obligation to Company, including any indebtedness, of a Sub-Agent remain unfulfilled more than ten days after it becomes due, Agent shall immediately pay to Company such obligation.
Company, in addition to the rights available under law or equity to recover any funds due it, may offset such obligation or indebtedness from any compensation payable under this Agreement or any other contract that the Agent may have with Company or with any parent or affiliate of Company, or any other assets of the Agent. In addition, the Agent agrees to reimburse Company for any attorney’s fees, expenses or collection costs incurred in the enforcement of this provision. The terms of this provision shall survive termination of this Agreement.
Any indebtedness of Agent to Company shall be the personal obligation and liability of Agent and shall, at all times, be secured by a first lien against all commissions or other compensation now or hereafter due Agent under this Agreement. A Lien on all monies due to Company from the Agent, is hereby irrevocably granted by Agent to Company. Indebtedness shall include, without limitation, sums advanced by Company to, or for the benefit of, Agent, loans, advanced commissions, or other compensation to Agent and any and all expenses incurred by Company on behalf of Agent hereunder.
Agent’s indebtedness to Company shall be payable on demand and Agent expressly agrees to pay as such. Any indebtedness not paid within thirty (30) calendar days from the date of such demand shall bear interest from the end of such thirty (30) calendar days at a rate equal to 11% per annum or at a rate equal to the maximum legal rate of interest provided by applicable law. The total amount of interest accrued shall be added to the outstanding indebtedness. Any outstanding indebtedness will be offset against future commissions until fully recouped or paid.
The provisions of this Agreement shall be a sufficient security agreement to satisfy the Uniform Commercial Code, and no further security agreement shall be required. Agent warrants and represents that it has not granted any other party a security interest in the commissions or other compensation it will earn hereunder. Company shall have the right to deduct from any commissions now or hereafter due to Agent under this Agreement and any supplement thereto such amounts to apply toward payment of Agent’s then existing or future indebtedness to Company. Company reserves the right to apply any payments made by Agent, or any credits due or to become due Agent, in satisfaction in whole or in part of the indebtedness of Agent to Company, in such order as may be elected by Company in its sole discretion. Agent must pay and satisfy in full Agent’s indebtedness to Company within ninety
(90) days of the termination of this Agreement for any reason.