[ ] Copy of Agent License / Agency License. Please documents to: Info@AspireBenefits.com

Transcription

1 Agent Licensing Checklist: Broker/Agent [ ] Broker/Agent Application [ ] Broker/Agent Agreement [ ] E&O Declaration Page [ ] Copy of Agent License / Agency License [ ] W-9 Form Please documents to: Info@AspireBenefits.com For questions, please call (614)

2 Broker Application Corporate Offices: One Pre-Paid Way Ada, OK To become a broker for LegalShield you must currently operate as a licensed insurance broker with 500 lives. Be sure to attach copies of the Declaration page from your Errors and Omissions Insurance Policy as well as licenses (resident/non-resident) currently held to, the completed application and the signed broker agreement. Company Information Company Name DBA (must match IRS records) Tax ID# Number of years in business Address Line One Address Line Two City State Zip Phone Fax Website How many producers are in the agency? Contact name and title of producer working this agreement What is your industry focus? Are the licenses: Individual Agency Are you : Captive Independent Is this brokerage or any of its brokers currently or ever been an Associate of LegalShield? If yes, please provide that information. In what states do you market? Broker Advantage 1

3 2. 2. Payment Options If you would like to receive payment via Electronic Funds Tranfer, please fill in the information below. If you do not include this information, you will be paid by paper check. (Subject to minimum accrual and other criteria established by the company.) Daily Weekly Monthly Name on Account Financial Institution Routing/Transit # Account # 3. Consent to Background Check If you are applying as an individual please complete. ( Companies are not required to complete this section. ) I,, hereby attest that I am authorized to provide the information on this form and that it is true and accurate to the best of my knowledge. I understand that LegalShield will verify all or part of this information which may include an inquiry into my criminal history, and/or prior employment, and/or prior relationships with companies with which I have worked as an Agent/Producer and I consent to such inquiry. I authorize release of such information as may be necessary to verify the information I have provided on this form. I release and hold harmless from all liability any individual or entity requesting or supplying information with respect to my application to be appointed as an Agent/Producer. My signature below also certifies that I have not been convicted of any criminal felony involving dishonesty or breach of trust nor an offense under Section 1033 of the Violent Crime and Law Enforcement Act of I understand submission of this application is not a guarantee of acceptance and I will be notified by LegalShield as to whether my application has been accepted. 4. Request for Taxpayer Identification Number and Certification This section provides all pertinent IRS W-9 information necessary for the completion of 1099 forms. Name (As shown on your income tax return) Check appropriate box: Individual/Sole Proprietor Corporation Partnership Limited Liability Company Enter tax classification: (D=Disregarded Entity, C= Corporate, P=Partnership) Other Check here if exempt payee Address Line One (Street Name) Address Line Two (Suite, Apartment Number) Taxpayer Identification Number (TIN) The TIN provided must match the name given in this section to avoid backup withholding. For individuals, this is your Social Security Number (SSN). For other entities, it is your Employer Identification Number (EIN). If you do not have a number, or need assistance, please visit City State Zip Social Security Number or Employer Identification Number 2

4 5. IRS Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest of dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined in the instructions). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. By signing below I am agreeing to allow LegalShield to perform a background check on me as well as acknowledge that I have provided accurate information. Applicant Signature x Date 3

5 6. Associate Section - Broker Application You must be broker certified to recruit this broker. Associate Name Associate Number Are you broker qualified? Yes No Is this your personal contact? Yes No If no, please explain Producer Name and Title you will be working with in this agency Did you include? Signed and Completed Broker Application Yes No Signed Broker Agreement Yes No Copy of Declaration Page from Errors and Omissions Insurance Yes No Copy of Resident/Non-Resident License Yes No 4

6 Broker/Agent Agreement This Agreement is made and entered into by and between LegalShield (hereinafter LS ) and _, (hereinafter Broker/Agent ). SECTION ONE: AUTHORITY OF BROKER/AGENT LS markets Legal Plan memberships and Identity Theft memberships to individuals and groups throughout the United States and Canada, as appropriately authorized. Pursuant to the terms of this Agreement, Broker/Agent is hereby appointed and authorized to market both membership plans offered by LS, provided Broker/Agent is authorized and appropriately licensed, if required pursuant to law, to solicit such memberships according to the various state or national requirements. Broker/Agent is an independent contractor in its relationship with LS and it is not the intent of the Parties hereto and nothing contained herein shall be construed to create an employer-employee relationship, partner or joint venture relationship or any other relationship other than the contractual relationship set forth herein. As such, the Broker/Agent has full and sole control and authority over his/her daily activities and the right to exercise his or her own judgment as to time, place or manner of soliciting the memberships herein. Servicing memberships, as required by LS, shall be according to Broker s/agent s control within the requirements set for LS. The Broker/Agent is permitted to market and sell memberships of LS as specified and s determined by LS. Broker/Agent is not authorized to make any contract or incur any obligation in the name of, or on behalf of LS without specific authority so authorizing Broker/Agent. Broker/Agent shall not make, modify or amend any application for membership or membership contract or extend the time for making any payment which may become due for any membership, nor may they waive any of LS s rights, conditions or requirements pursuant to its membership policies or applications. Broker/Agent shall have no authority other than that expressly granted herein, and no forbearance or neglect on the part of LS shall be construed as a waiver of any of the terms of this Agreement nor imply the existence of any authority not herein expressly granted. SECTION TWO: DUTIES OF BROKER/AGENT Subject to the requirements imposed by law, the terms of this Agreement, the underwriting guidelines, and other written regulations of LS, the Broker/Agent may: a) Solicit memberships, receive applications and payments therefor, and transmit to LS all such applications and payment proposals for LS membership contracts Broker Agreement

7 b) Exercise the Broker s/agent s authority personally or through the Broker s/agent s authorized employees. Broker/Agent hereby represents, covenants and warrants to LS that any Broker/Agent and any employed representative of Broker/Agent are (and will be throughout the term of this Agreement) in full compliance with any and all applicable insurance licensing and regulatory requirements in each location where LS offers the membership Products covered by this Agreement and where LS provides memberships for Broker s/agent s clients. Upon request from LS, Broker/Agent shall provide LS reasonable evidence of its compliance with such licensing and regulatory requirements. For any business placed with LS through Broker/Agent, LS recognizes only the Broker/Agent, not Broker s/agent s representative or sub-producer, as the Agent of record and will hold Broker/Agent fully responsible for all duties and obligations under this Agreement as well as compliance with applicable insurance laws and regulations for such business of Broker/Agent and its sub-agents and employees. c) Broker/Agent shall promptly, within forty eight (48) hours, forward all membership applications, receipts, negotiable papers and any fees collected, to LS s home office. Broker/Agent accepts and is hereby responsible for any and all money collected by Broker/Agent or its sub-agents and or employees. d) Broker/Agent shall be solely responsible for reporting and paying any federal or state income taxes resulting from sales commissions paid to it and to pay any and all license or bond fees, and taxes required by any state, local or municipal law for the right to solicit or sell memberships covered by this agreement. e) Broker/Agent shall be solely responsible for obtaining and renewing any such license(s) from year to year that any state, local or municipality may require for soliciting applications for LS memberships offered for sale through Broker/Agent. Broker/Agent will further work with its sub-agents to ensure their appropriate licensure. Attached as an addendum is a summary of the states which require Broker/Agent to be licensed to solicit applications for legal plans. f) Broker/Agent is authorized, pursuant to this agreement, to use only the promotional and printed material which has been specifically approved in writing or published by LS for use in the solicitation of applications. LS shall provide membership brochures and enrollment forms at no expense to Broker/Agent in appropriate amounts based on Broker s/agent s performance history. g) Broker/Agent shall appropriately service all employee benefit (group) accounts that it solicits or that are assigned to Broker/Agent by LS. Broker/Agent has the absolute right to designate who will call upon and solicit additional applications from persons within group accounts If the group account is assigned to Broker/Agent by LS, then and in that event, Broker/Agent recognizes and acknowledges that membership sales from any such assigned group account Broker Agreement

8 remains the sole property of LS. Broker/Agent may receive commissions for servicing and reenrolling such assigned group accounts, but Broker/Agent acknowledges that such accounts remain the sole and exclusive property of LS. h) Broker/Agent or their designee will meet with representatives of all Group Accounts on an as needed basis and will at least annually provide employees of Group Accounts to enroll in current products being offered. Further Broker/Agent shall immediately respond to all requests from Group Accounts. Broker/Agent shall report on a regular basis the status of Group Accounts and any requests received from Group Accounts. i) Broker/Agent shall abide by all federal, state, county and municipal laws, rules, regulations ordinances and requirements with respect to solicitation or sales of the memberships covered by this Agreement. Broker/Agent is responsible for providing its social security or tax identification number to LS for tax reporting requirements. j) Broker/Agent shall cause its employees, agents and subagents to comply fully with the terms of this Agreement and Broker/Agent shall be responsible to LS for any such failure to comply by either Broker/Agent or any sub-agent or employee. SECTION THREE: DUTIES OF LEGALSHIELD LS shall be responsible for payment of all commissions on memberships offered for sale through Broker/Agent. On memberships issued upon applications submitted by Broker/Agent and as full compensation for said services, a sales commission shall be paid on the receipt of earned membership fees paid to LS. Commissions shall be payable according to the Schedule of Commissions attached hereto as an addendum. LS reserves the right to amend the Schedule of Commissions from time to time, but any such change shall not affect commissions due or to become due to the Broker/Agent on memberships issued with an effective date prior to the date such changes becomes effective. Chargebacks--Paid commissions to Broker/Agent are subject to charge-back if the commissions are not earned due to termination of a membership; in that event LS will charge back or off-set said amount to Broker/Agent said commission previously paid which will reduce future commission payments to said Broker/Agent. At the request of Broker/Agent, LS shall assign a local sales associate to work with Broker/Agent at Broker s/agent s various locations throughout the United States. The local sales associate shall assist in training individuals at the local Broker/Agent offices and assist in presentations to Broker s/agent s various group accounts, when requested. The local sales associate shall also be available, when requested, to assist Broker/Agent in enrolling members in the LS plans being offered by LS and Broker/Agent. In the event Broker/Agent requests the local sales associate to participate in enrolling Broker Agreement

9 members, Broker s/agent s compensation shall be modified as set forth in the attached Addendum entitled Schedule of Commissions in order to allow commissions to be paid to the local sales associate. SECTION 4: TERM OF AGREEMENT The initial term of this Agreement shall be for a period of one year and shall automatically renew for successive one year terms unless terminated by either party by giving notice to the other party at least sixty (60) days prior to the end of the term or pursuant to termination for conduct prohibited herein at Section Five set forth hereinafter. SECTION FIVE: PROHIBITED CONDUCT Broker/Agent shall not engage in any of the following conduct: a. The ownership, use, and control of expirations, the records thereof, and the Broker s/agent s work product, shall remain the undisputed ownership and possession of the Broker/Agent. LS shall not use its records of the expirations in any marketing method for the sale, service, or renewal of any form of insurance coverage which specifically abridges the Broker s/agent s right of exclusive ownership, use, and control of the expirations, nor shall the Company refer or communicate this expiration information or work product to any other Broker/Agent, or other party. i) However, in the event of termination of this Agreement, if the Broker/Agent has not then properly accounted for and paid all premiums to the Company for which he or she is liable under this Agreement, the use and control of the Broker s/agent s expirations, including all rights, title, and interests in and to the records thereof, shall be vested in the Company as of the date of such termination. In the exercise of the Company s right to collect any indebtedness due from the Broker/Agent through the ownership, use, and control of the Broker s/agent s expirations, the Company shall use reasonable business judgment in selling the expirations and shall be accountable to the Broker/Agent for all sums received which, net of expenses, exceed the amount of indebtedness. The Broker/Agent shall remain liable for the excess of the indebtedness over the sums received by the Company. Any indebtedness due from the Broker/Agent shall not prevent applying this section in favor of the Broker/Agent if the Broker/Agent furnishes collateral security acceptable to the Company in the amount of such indebtedness, to be held by the Company until the indebtedness is satisfied. ii) Broker/Agent may not induce or attempt to induce, other agents of LS or any members to leave LS during the term of this Agreement and for a period of two years after any termination; or Broker Agreement

10 iii) Assigned Group accounts remain the property of LS and may be assigned to a Broker/Agent for service, but assigned group accounts remain the property of LS. iv) New group accounts solicited and brought to LS by Broker/Agent remain the property of the Broker/Agent. v) So long as LS is performing its responsibilities under its membership contracts, the Broker/Agent shall not personally solicit or supervise, or direct the solicitation of, applications for any other prepaid legal service company or identity theft company to any individual or to persons within any group accounts of LS during the term of this Agreement for a period of two years after termination Broker/Agent may not directly or indirectly divulge to any person or entity, the names or other pertinent information of LS members; or vi) Utilize any LS trade secrets or confidential information, including, but not limited to, member names and group account member names for any business or monetary consideration other than LS business. LS shall have the right to terminate this Agreement: SECTION SIX: TERMINATION OF AGREEMENT a. Immediately, if Broker/Agent wrongfully withholds any funds, membership applications or payments, premium receipts, vouchers, LS brochures or literature used for marketing, memberships lists and group account membership lists or other property belonging to LS; b. Immediately for actions or statements by Broker/Agent or any of its authorized subagents which LS, in in its sole discretion, determines to be contrary to the best interests of LS, including without limitation, if Broker/Agent violates the terms of this Agreement, misrepresents LS s name, using the name of any provider attorney firm inappropriately, makes product/service claims or earnings claims contrary to LS s marketing material or policies, reveals any LS trade secrets, including without limitation, names of associates, members or group account memberships. c. With thirty (30) days written notice to Broker/Agent if Broker/Agent shall fail to work with LS to reappoint an agent in a Broker/Agent shall fail to work with LS in a group where servicing requirements have not been met and LS has requested assistance in appointing an alternative agent. d. With thirty (30) days notice to Broker/Agent if Broker/Agent fails to market or actively work to obtain memberships without a legitimate reason for not doing so. Broker/Agent may terminate this contract upon 30 days written notice to LS and receipt of said notice by LS. Broker Agreement

11 Upon termination of this Agreement, Broker/Agent shall no longer be entitled to bonuses or commissions on new membership sales. Provided this Agreement remains in force for at least two (2) years, earned commissions shall continue to be paid to Broker/Agent so long as membership contracts continue in effect and payments by members are made to LS. The provisions of Sections Five, Seven and Eight herein shall survive termination of this Agreement. SECTION SEVEN: INDEMNIFICATION Broker Agent hereby agrees to indemnify and keep indemnified, defend, save and hold harmless LS and affiliated companies, their directors, officers, agents and employees, from any and all claims, demands, losses, damages, actions and causes of action, including, without limitation, all expenses, costs and reasonable fees and expenses of attorneys that LS its directors, officers, agents or employees at any time and from time to time may sustain or incur by reasons of Broker's/Agent s failure to abide by the provisions of this Agreement or arising or resulting from any negligent acts or omissions of Broker/Agent or its agents, officers or employees. LS hereby agrees to indemnify and keep indemnified, defend, save and hold harmless Broker/Agent and its agents from any and all claims, demands, losses, damages, actions and causes of action, including, without limitation, all expenses, costs and reasonable fees and expenses of attorneys that Broker/Agent its directors, officers, agents or employees at any time and from time to time may sustain or incur by reason of LS's failure to abide by the provisions of this Agreement or arising or resulting from any negligent acts or omissions of LS or its officers or employees. SECTION EIGHT: MISCELLANEOUS This Agreement will be governed by and construed in accordance with the laws of the State of Oklahoma. This Agreement constitutes the entire agreement between the Broker/Agent and LS and no amendment may be made, either written or oral, without the signature of an authorized officer of LS. All disputes or claims relating to LS, this Agreement and any other LS policies, products and services, the rights and obligations of the Broker/Agent and LS or any other claims or causes of action between the Broker/Agent or LS or any of its officers, directors, employees or affiliates, whether in tort or contract, shall be settled totally and finally by arbitration in Oklahoma City, Oklahoma in accordance with the Commercial Broker/Agent Agreement (10/12) Page 5 of 6 Arbitration Rules of the American Arbitration Association, including the optional rules for emergency measures of protection. If Broker/Agent files a claim or counter-claim against LS or any of its officers, directors, employees or affiliates in any such arbitration, Broker/Agent shall do so only on an individual basis and not with any other entity or sales associate of LS or as a part of a class action. Judgment on any award may be entered in the Oklahoma County District Court or in the United States District Court for the Western District of Oklahoma. Broker/Agent hereby consents to the jurisdiction and venue of such arbitration and such courts. In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of this Agreement will remain in full force and effect. Broker Agreement

12 The failure of LS to insist upon strict compliance with any of the provisions of this Agreement shall not be deemed to be a continuous waiver in the event of any future breach or waiver of this Agreement. SECTION NINE: ASSIGNMENT This Agreement may not be assigned, whether voluntarily or by operation of law, by Broker/Agent without the consent of LS, which consent, shall not be unreasonably withheld. SECTION TEN: CONFIDENTIALITY Broker/Agent agrees that, during the course of its contractual relationship with LS and following the termination of its contractual relationship with LS not to disclose or distribute or threaten to disclose or distribute to any third person, firm, corporation, company, entity, or association, for any purpose, any of LS s confidential or proprietary information, without the express written consent of the Company. For the purposes of this Agreement Confidential Information is defined as any secret or proprietary information relating directly to LS and/or and that of LS s other affiliated companies and subsidiaries, including, but not limited to, pricing policies, employment records and policies, operational methods, marketing plans and strategies, business development techniques or plans, business acquisition plans, new personnel acquisition plans, trade know-how, trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, all data, writings, work papers, photographs, catalogs, microfilm, tape recordings, documents and other tangible materials, and other business and financial affairs of the Company (including its affiliated companies and subsidiaries). Broker/Agent additionally agrees that, upon the termination of its contractual relationship with LS, it will immediately deliver to LS any property of the Company which is in its possession, including, without limitation, any confidential information as referred to in the above paragraph. SECTION ELEVEN: BREACH The Broker/Agent acknowledges and agrees that a breach or threatened breach of any of the provisions of this Agreement would cause LS to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, in the event of a breach or threatened breach by Broker/Agent of any provision of this Agreement, LS shall, in addition to any other remedies available to it, including monetary damages and attorney s fees, be entitled to a temporary restraining order and a preliminary and permanent injunction restraining Broker/Agent from breaching or threatening to breach this Agreement. SECTION TWELVE: PRODUCER SALE OR TRANSFER Broker/Agent shall give not less than thirty (30) days prior written notice to LS of any termination, sale, or transfer of its business, or its consolidation with a successor firm. Broker s/agent s rights or obligations under this Agreement may not be assigned or assumed or in any way transferred without the prior written consent of LS. Broker Agreement

13 IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures, all as of this day of,. Broker By: Title: By: Title: LEGALSHIELD Broker Agreement

14 Broker/Agent Schedule of Commissions All commissions are expressed as a percentage of the membership fees paid by the individual member and are amounts paid to Broker as writing agent. Amounts shown are the commission percentages applicable to LegalShield s family plan memberships, business plans and the standard identity theft plan. Percentages shown represent the total amount of commissions available including the indicated bonus level when Broker is presenting the products and enrolling members. Commissions are paid as membership fees are collected by the company. Qualification for Bonus Level is based on membership sales. A membership is a new legal plan membership or stand-alone identity theft plan. If an individual has any plan active with the Company (or has had an active plan of any type within the last six months) the plan is not a new membership and does not count for Bonus Level. Broker is eligible for bonus level commission on all sales made after 1000 sales. Once Broker has sold 1000 memberships, Broker shall receive the additional bonus compensation as indicated below on new sales so long as at least 750 memberships remain active. If the active memberships drop below 750, Broker compensation shall drop to the regular commission rate until such time as 1000 memberships are active. Broker will then be eligible for bonus level commissions again as long as the active memberships stay at or above 750. Legal Plan (Under 2000 EEs) Legal Plan (Over 2000 EEs) Identity Theft Small Business Commercial Driver First Year Commission 16.0% 12.2% 16.0% 12.2% 36.4% Renewal 16.0% 12.2% 16.0% 12.2% 10.12% Bonus Commission 3.5% 2.6% 3.5% 2.7% 3.0% Bonus Renewal 3.5% 2.6% 3.5% 2.7%.76% Commission percentages for other specialty plans may vary from the percentages shown above. In the event that a LS associate is also involved in the presentation and enrollment of members with Broker, then Broker and the LS associate shall agree to the appropriate application split. When Broker makes an introduction for a LS associate, but does not otherwise participate in presentations and enrollments of members, the compensation to Broker shall be a total of 4%. Broker Agreement

15 State Operating Comp/Ins Comp Appt Testing Type Pre-Lic Couse Required CE Required Lic Type Accp. Associate License Info and Fees ALABAMA Legal Service Required Legal Service License Application Fee $60/ Apt Fee $30 Lic Renews Biennially BM $40/ Apt exp. Annually 12/31 $10 ARKANSAS Required Limited Lines Limited Lines Lic. Renews Biennially on BM $70/ Apt Renews exp 6/30 no fee Florida Legal Expense Lic. App Fee $55/Fingerprint $55.50/ Apt Fee $60 FLORIDA Required Legal Expense (02-20) P&C Apt exp. Biennially on BM $60 ILLINOIS Required Limited Lines License Application Transaction Fee $5/ Apt Fee $58 Limited Lines Apt Renewal Annually on 12/31 MASSACHUSETTS MISSISSIPPI MONTANA NEBRASKA Required Test Recommended 24 hrs Lic App Fee $300/Test Fee $65/Apt Fee $75 Producer Triennially Lic Renews every 3yrs on BM $275/ Apt exp. Annually 63/30 $75 Legal Expense Producer Legal Expense Product Test Test Legal Expense Required Legal Expense Lic App Fee $10/ Lic exp. Annually on 02/28 $10 Test Fee $75/ License exp. Biennially on BM Lic App Fee $60/ Apt Fee $27 Lic Renews Biennially on BM $60/ Apt exp. Annually 04/30 $25 Legal Expense Lic App Fee $100/ Apt Fee $80 NEW JERSEY Required Producer P&C and L&H Lic exp Biennially on BM $75/ Apt exp. Annually 05/01 $25 NORTH DAKOTA Services Required Legal Test Legal Expense Lic App Fee $100/ Test Fee $87/ Fingerprints $72.50Apt Fee $10 Legal Expense P&C and L&H Lic exp. Biennially on BM $100/ Apt exp. Annually on 04/15 $10 SOUTH CAROLINA Services Non-Insurance LegalShield and Subsidiaries DCA Legal Application Fee $40/ Lic exp. Lic exp. Annually on 10/01 $40 TENNESSEE Legal Expense Required Legal Expense Lic App Fee $50/ Apt Fee $33/ Lic exp. Lic exp. Biennially on BM/ one time apt fee $33 TEXAS VIRGINIA WISCONSIN REV 07/28/14 Services Non-Insurance LSPV Legal Expense Legal Service Rep Legal Service Application Fee $20, Lic exp.annually on Date of Issue Lic App Fee $50/ Lic exp. Annually on 06/30 Required Legal Expense License Application fee $75/Fingerprints $39 Legal Expense & PC Apt Fee $20/ Apt exp. Annually on 11/30 ~States with no legal plan market activity-alaska. ~In South Carolina the company is regulated by the Department of Consumer Affairs and in Texas by the Department of Licensing & Regulation. One of the company's subsidiaries offers plans in 4 provinces in Canada. In Manitoba there is a requirement for individuals to be licensed as a direct seller. ~Please see LegalShield company website for non-resident licensing information or contact the Licensing Department at (580)

16 Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. Other (see instructions) 5 Address (number, street, and apt. or suite no.) 6 City, state, and ZIP code 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) Requester s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Social security number or Employer identification number Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here Signature of U.S. person General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: Form 1099-INT (interest earned or paid) Form 1099-DIV (dividends, including those from stocks or mutual funds) Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) Form 1099-S (proceeds from real estate transactions) Form 1099-K (merchant card and third party network transactions) Date Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) Form 1099-C (canceled debt) Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No X Form W-9 (Rev )

17 Form W-9 (Rev ) Page 2 Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien; A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; An estate (other than a foreign estate); or A domestic trust (as defined in Regulations section ). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called backup withholding. Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships above. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or doing business as (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a disregarded entity. See Regulations section (c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, Business name/disregarded entity name. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

18 Form W-9 (Rev ) Page 3 Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3. Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the Limited Liability Company box and enter P in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the Limited Liability Company box and in the space provided enter C for C corporation or S for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the Limited Liability Company box; instead check the first box in line 3 Individual/sole proprietor or single-member LLC. Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you. Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1 An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2 The United States or any of its agencies or instrumentalities 3 A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4 A foreign government or any of its political subdivisions, agencies, or instrumentalities 5 A corporation 6 A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7 A futures commission merchant registered with the Commodity Futures Trading Commission 8 A real estate investment trust 9 An entity registered at all times during the tax year under the Investment Company Act of A common trust fund operated by a bank under section 584(a) 11 A financial institution 12 A middleman known in the investment community as a nominee or custodian 13 A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to Barter exchange transactions and patronage dividends Payments over $600 required to be reported and direct sales over $5,000 1 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 Generally, exempt payees 1 through 5 2 Exempt payees 1 through 4 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with Not Applicable (or any similar indication) written or printed on the line for a FATCA exemption code. A An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B The United States or any of its agencies or instrumentalities C A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section (c)(1)(i) E A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section (c)(1)(i) F A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G A real estate investment trust H A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I A common trust fund as defined in section 584(a) J A bank as defined in section 581 K A broker L A trust exempt from tax under section 664 or described in section 4947(a)(1) M A tax exempt trust under a section 403(b) plan or section 457(g) plan Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner s SSN (or EIN, if the owner has one). Do not enter the disregarded entity s EIN. If the LLC is classified as a corporation or partnership, enter the entity s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at You may also get this form by calling Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling TAX-FORM ( ). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write Applied For in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering Applied For means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.