The Commonwealth Health Insurance Connector Authority Brokerage Terms and Conditions

Transcription

1 The Commonwealth Health Insurance Connector Authority Brokerage Terms and Conditions These Terms and Condittions (also referred to as the Agreement ) are made as of the day of, ; between The Commonwealth Health Insurance Connector Authority ( HEALTH CONNECTOR ) and ( Broker ), as follows: WHEREAS, the HEALTH CONNECTOR is a state-based health insurance exchange offering qualified health plans ( QHPs ) and qualified Dental Plans (QDPs) to eligible individuals and qualifying employers in the Commonwealth of Massachusetts, WHEREAS, Broker is licensed by the Massachusetts Division of Insurance to sell QHPs and QDPs and its license is current and in full force and effect, and WHEREAS, Broker is not an employee of the HEALTH CONNECTOR, WHEREAS, Broker has been designated as the Broker of Record by the qualified employer offering the QHP and QDP or the eligible individual, and WHEREAS, the HEALTH CONNECTOR and Broker desire to enter into an agreement whereby the HEALTH CONNECTOR compensates Broker for Broker s services in soliciting applications for the HEALTH CONNECTOR s QHPs and QDPs ( HEALTH CONNECTOR Plans ). NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained it is mutually agreed by and between the parties hereto as follows: 1. For the purposes of these terms and conditions, an Eligible Individual shall only include those individuals that do not qualify for MassHealth programs, ConnectorCare plans, premium tax credits and/or cost sharing subsidies; and a Qualified Employer shall refer to a small employer who employed an average of at least 1 but not more than 50 employees on business days during the preceding calendar year and who employs at least 1 employee on the first day of the plan year. In the case of plan years beginning after January 1, 2016, substitute 100 employees for 50 employees A Qualified Employer shall not include a sole proprietor. 2. Subject to the terms of this Agreement Broker may solicit applications and assist Eligibile Individuals and/or Qualified Employers enrolling in HEALTH CONNECTOR Plans, shall render services to policyholder and provide sales and marketing services for HEALTH CONNECTOR s Plans in the Commonwealth of Massachusetts. Broker shall at all times be licensed by the Massachusetts Division of insurance as a broker and will remain in strict compliance with all applicable state and federal laws and regulations. Broker shall notify the HEALTH CONNECTOR within one (1) business day of the termination, expiration, surrender, suspension, revocation, or disciplinary proceedings relating to Broker s license. 3. Broker certifies that it has registered with the HEALTH CONNECTOR in advance of assisting Eligible Individuals and Qualified Employers enrolling in the HEALTH CONNECTOR S Plans and that it has received training in the range of QHP, QDP options and/or affordability programs if applicable. 4. Broker agrees that it is appointed and authorized by the QHP and/or QDP Issuers to sell HEALTH CONNECTOR Plans sold through the HEALTH CONNECTOR. Broker agrees it is appointed by more than one QHP Issuer (or at least two QHP Issuers ) at all times. Broker s appointment is the responsibility of the Broker and Broker must be appointed and in good standing with the QHP and/or QDP Issuer for HEALTH CONNECTOR Plans sold through the HEALTH CONNECTOR. Broker certifies that it is the Broker of Record for Eligibile Individuals and/or Qualified Employers that

2 Broker submits an application to the HEALTH CONNECTOR. The HEALTH CONNECTOR may require Broker to provide a written letter of confirmation designating Broker as its Broker of Record. In the event that the HEALTH CONNECTOR requests a letter confirmation, the HEALTH CONNECTOR shall not be required to pay Broker commissions based on premiums paid by the Eligibile Individual and/or Qualified Employer until it is provided. 5. Broker agrees to use its best efforts to maintain the relationships between the HEALTH CONNECTOR and each Eligibile Individual and/or Qualified Employer, and to maintain full cooperation by a Qualified Employer and its group of employees with the HEALTH CONNECTOR s policies and procedures. 6. The HEALTH CONNECTOR reserves the right to review and approve all applications for contracts with prospective Eligibile Individuals and/or Qualified Employers identified by Broker. Further, the HEALTH CONNECTOR reserves the right to approve all Brokers proposals to ensure that all proposals are in conformance with the HEALTH CONNECTOR policies, guidelines and procedures. The HEALTH CONNECTOR s right of prior approval of all Eligibile Individuals and/or Qualified Employers contracts shall be clearly stated in all proposals prepared by Broker. 7. In representing The HEALTH CONNECTOR in the marketing of HEALTH CONNECTOR Plans, Broker shall utilize only sales material authorized by the HEALTH CONNECTOR, shall adhere to all policies, rules and regulations provided by the HEALTH CONNECTOR to Broker in writing with regard to sales, and shall in no way misrepresent the HEALTH CONNECTOR. Broker shall disclose to all potential employer groups that it is paid a commission by the HEALTH CONNECTOR hereunder. 8. The HEALTH CONNECTOR shall submit an invoice for premiums to each Eligibile Individual and/or Qualified Employer. In the event the Broker receives funds on behalf of the HEALTH CONNECTOR from any person, Broker shall accept such funds only in the form of checks made payable to the HEALTH CONNECTOR and shall forward such checks to the HEALTH CONNECTOR by the close of the business day following receipt thereof. 9. In consideration for Broker s services in the sale of HEALTH CONNECTOR Plans, the HEALTH CONNECTOR shall pay Broker a commission in accordance with the compensation schedule attached hereto as Attachment A on a monthly basis based upon a per subscriber per month calculation. The commission shall be calculated on the subscribers enrolled in a HEALTH CONNECTOR Plan on a monthly basis. The records of the Eligibile Individual and/or Qualified Employer as to enrollment shall be conclusive. Such compensation shall be payable only so long as this Agreement is in effect and Broker is recognized by Eligibile Individual and/or Qualified Employer as the Broker of Record to receive said compensation. The compensation schedule may be modified at any time as set forth in Attachment A. 10. In the event the HEALTH CONNECTOR pays a commission to Broker due to error, whether Broker or the HEALTH CONNECTOR error, including, but not limited to, payment of commission for subscribers that the Eligible Individual and/or Qualified Employer fails to pay to the HEALTH CONNECTOR, Broker shall promptly refund all such commission to the HEALTH CONNECTOR. If such commissions are not refunded to the HEALTH CONNECTOR within thirty (30) days of the HEALTH CONNECTOR s written request for such refund, the HEALTH CONNECTOR may collect such amount thereof directly from Broker or offset any future commissions payable against such amount. 11. The initial term of this Agreement is one (1) year from the date as of which this Agreement is executed. This Agreement shall automatically renew at the end of the initial term and continue in effect from year to year thereafter until terminated. The HEALTH CONNECTOR can terminate this Agreement at any time without any liability if Broker is in breach of any term of this Agreement and/or violates any federal or state law, including without limitation any law concerning the confidentiality or security of data. Either party may terminate the Agreement without cause upon thirty (30) days notice

3 to the other party. In the event Broker terminates this Agreement without cause, any contract(s) entered into by Eligibile Individuals and/or Qualified Employers for insurance products with HEALTH CONNECTOR will remain the property of the insurance provider and the HEALTH CONNECTOR will have no obligations to continue any commission payments to Broker. 12. Broker acknowledges that the HEALTH CONNECTOR has developed certain symbols, trademarks, service marks, data, processes, plans procedures and information which are proprietary information and trade secrets of the HEALTH CONNECTOR (the Proprietary Information ). At all times, both during Broker s performance of services pursuant to this Agreement and after the termination of this Agreement, Broker agrees not to use or permit the use of the Proprietary Information, except as expressly contemplated by this Agreement, without the prior written consent of the HEALTH CONNECTOR and Broker shall cease or cause the cessation of any and all usage of the Proprietary Information and shall return copies thereof, including all sales materials, to the HEALTH CONNECTOR immediately upon the termination of this Agreement. 13. Broker agrees that it may have access to an individual s personally identifiable information ( PII ), which includes income and health information, in order to perform its obligations under this Agreement. Broker certifies that it will only use PII for the purpose of fulfilling these obligations and agrees to safeguard PII in accordance with the terms of this Agreement and all applicable state laws, federal laws and any applicable HEALTH CONNECTOR policies, procedures and guidelines. Broker further certifies that it has read the HEALTH CONNECTOR s privacy policy and that it has in place the same or more stringent privacy and security standards as the HEALTH CONNECTOR. Broker certifies that it will not use PII obtained from the HEALTH CONNECTOR about employers, employees or individuals for marketing purposes other than in connection with the sale of HEALTH CONNECTOR Pl.ans. Broker agrees that it has developed its own relevant annual privacy and security training for its employees and/or contractors and will provide documentation of such training upon request. 14. If Broker becomes aware of a disclosure of PII and/or a security breach, Broker will immediately notify the HEALTH CONNECTOR of the disclosure and/or security breach and comply with all applicable state laws, federal laws and any applicable the HEALTH CONNECTOR s policies, procedures and guidelines relating to the reporting of disclosures and security breaches icluding but not limited to General Laws of Massachusetts Chapter 93H. In the event of a disclosure of PII caused by Broker, Broker agrees to indemnify and hold the HEALTH CONNECTOR harmless as to any suit, damages, cost, expenses, (including attorney fees), fines or loss resulting from the disclosure. 15. Upon request, Broker shall provide to the HEALTH CONNECTOR evidence of general liability, errors and ommissions and other insurance coverage in an amount satisfactory to HEALTH CONNECTOR and shall maintain said coverage during the term of this Agreement. Broker agrees to indemnify and hold the HEALTH CONNECTOR harmless as to any suit, damages, cost, expenses (including attorney fees), or loss resulting from any acts or omissions of Broker including without limitation those arising out of or in connection with Broker s duties hereunder. 16. The HEALTH CONNECTOR s exercise or non-exercise of any authority under this Agreement, including, for example, any rights of inspection or approval of marketing material and/or privacy or security practices and policies, shall not relieve Broker of any obligations set forth herein, nor be construed as a waiver of any of Broker s obligations or as an acceptance of any unsatisfactory practices or privacy or security failures or breaches by Broker. 17. This Agreement and all attachments and other documents furnished pursuant to this Agreement and expressly made a part hereof shall constitute the entire agreement relating to the subject matter hereof between the parties hereto. Each party acknowledges that no representation, inducement, promise or agreement has been made, orally or otherwise, by the other party, or anyone acting on behalf of the other party, unless such representation, inducement, promise or agreement is embodied in this Agreement, expressly or by incorporation.

4 18. Except as otherwise provided in this Agreement, no amendment to this Agreement shall be valid unless it is in writing and signed by the parties. 19. The validity and interpretation of this Agreement, and the rights and obligations of the parties hereunder, shall be governed by the laws of the Commonwealth of Massachusetts in force. 20. If any provision of this Agreement is held to be invalid, void or unenforceable, such part will be treated as severable and the remaining provisions shall nevertheless continue in full force and effect. 21. The obligations of each party to this Agreement shall inure solely to the benefit of the other party, and no person or entity shall be a third party beneficiary of this Agreement. 22. Unless otherwise specified in an attachment hereto, any notice hereunder shall be in writing and shall be sent either (i) by facsimile or telecopier, (ii) by courier, or (iii) by first class mail, postage, prepaid, addressed to the the Party indicated below and shall be effective (i) if dispatched by facsimile or telecopier and delivery is electronically confirmed by said media, the day such electronic confirmation is received, (ii) if sent by courier, one (1) business day after written confirmation by said courier of delivery, (iii) if sent by first class mail, two (2) business days after its date of posting. If to the HEALTH CONNECTOR: If to Broker: The Commonwealth Health Connector Authority Company Name: 100 City Hall Plaza, 6 th Floor Attn: Boston, MA Attn: Manager of Sales & Client Services Address: Tel: Fax: 23. The HEALTH CONNECTOR may assign its rights and obligations under this Agreement to any Person who succeeds to all or any portion of the HEALTH CONNECTOR s business, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. Broker shall not assign or in any way transfer any interest in or any of Broker s rights or obligations under this Agreement, including by operation of law, without the prior written consent of the HEALTH CONNECTOR. Broker shall not subcontract any services to anyone without the prior written consent of the HEALTH CONNECTOR, and any such subcontracts shall be consistent with and subject to the provisions of this Agreement. Subcontracts will not relieve or discharge Broker from any duty, obligation, responsibility or liability arising under this Agreement. Broker shall provide the HEALTH CONNECTOR with copies of all subcontracts. 24. None of the provisions of this Agreement are intended to create, nor shall be deemed nor construed to create, any relationship between the HEALTH CONNECTOR and Broker other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Neither of the parties hereto, nor any of their respective employees or agents, shall be construed to be the agent, partner, co-venturer, employee, or representative of the other.

5 IN WITNESS WHEROF, the parties have executed this Agreement as of the day and year first abovewritten. The Commonwealth Health Connector Authority Broker By: By: Title: Date: Title: Date: MA Producer/License #:

6 ATTACHMENT A Products and Commissions Schedule For Groups/Plans Sold Effective January 1, 2014 Group Medical & Dental Commission Schedule* Group QHPs Product Group Size Commission Rate Group Medical $10 PSPM $23 PSPM *Medical commissions above paid on QHPs. There is no variable commission schedule by QHP Issuer Group QDPs Product Group Size Commission Rate Group Dental 1-50 $6 PSPM *Dental commissions above paid on QDPs. There is no variable commission schedule by QDPIssuer The broker commissions shall be calculated on actual premium payment received by HEALTH CONNECTOR. HEALTH CONNECTOR reserves the right to modify the terms of this program as we deem necessary and appropriate without any advance notice. The broker commissions shall be calculated on actual premium payment received by HEALTH CONNECTOR.