Producer Agreement

United Concordia Companies, Inc.
PRODUCER PORTAL ELECTRONIC SERVICES AGREEMENT

This Producer Portal Electronic Services Agreement ("Agreement") is made by and between United Concordia Companies, Inc. ("United Concordia") and the user of Producer Portal electronic services identified below ("User").

USER'S REPRESENTATIONS
User represents that it is one of the following: a licensed insurance producer; an individual insurance agent/broker; a licensed individual principal of an insurance agency; or a licensed producer associated with and insurance agency.  User is not currently employed by another dental insurance company.  User further represents that it desires to use the electronic communications services provided by United Concordia in this producer portal web site ("Producer Portal Services") to evaluate or sell United Concordia insurance programs.
 
 
TERMS AND CONDITIONS
1. Coordination with Other Contracts. This Agreement supplements, and should be interpreted consistently with, the benefits contract, producer agreement, agency agreement or any other agreements adopted now or in the future by the Parties ("Other Contract").  If not terminated earlier in accordance with Paragraph 20 below, access to data under this Agreement will be discontinued concurrently with termination of such Other Contract.
 
2. Users of United Concordia Producer Portal Services.  
a) User has reasonable policies, procedures and safeguards in place to assure that all Protected Health Information is used and disclosed only in accordance with the HIPAA Privacy Rule.
b) If User is authorized to access data on behalf of multiple United Concordia Customers, User will furnish a broker-of-record letter or similar written authorization to United Concordia from each Customer should proposal result in sale.
 
3. Use of Logon IDs and Passwords.  The use of logon IDs and passwords to access United Concordia Producer Portal Services confirms the User's continuing agreement to be bound to the terms and conditions of this Agreement.  
 
4. Protection of IDs and Passwords.  Only Users approved by United Concordia shall be permitted to use logon IDs and passwords to access United Concordia Producer Portal Services.  Each User shall keep logon IDs and passwords confidential and protect them from compromise or disclosure to third parties.  If User suspects that a password has been compromised for any reason (e.g., the password has been disclosed to an unauthorized person, or an employee or agent having access to the password has been terminated from service or discloses his or her intent to resign), User shall notify United Concordia as soon as possible so that United Concordia can disable the applicable logon ID and/or password.  User is responsible for any breaches of security relating to use of any logon ID and password until United Concordia has disabled that logon ID and password.
 
5. Compliance with Minimum Necessary Standard.  The Parties will transmit through United Concordia Producer Portal Services only for plan administration functions in accordance with the "minimum necessary standard" established under 45 C.F.R. § 164.502(b).
 
6. Data Security.  Each Party shall maintain reasonable and appropriate security procedures to prevent unauthorized access to data in User's office(s) or information system(s).  Where applicable, such procedures will be consistent with the standards of the HIPAA Security Rule.  Each Party will notify the other promptly of any suspected breach of data security.
 
7. Confidential and Proprietary Information.  Any information disclosed by either Party through United Concordia Producer Portal Services that relates to the other Party's business practices, strategies, developments, products, services, trade secrets and know-how ("Proprietary Information") is strictly confidential and proprietary.  The Parties will handle and use the Proprietary Data in a manner that preserves and protects its confidential and proprietary nature.  Except as directly necessary to accomplish Plan administration functions, the Parties will not disclose, or make use of the Proprietary Information, and will take all reasonable steps to prevent all other persons from disclosing, passing on or making use of Proprietary Information for purposes other than those authorized in this Agreement.
 
8. Costs.  User shall be responsible for costs of accessing United Concordia Producer Portal Services, including the cost of computers, software, connections, modems and Internet service providers.
 
9. Liability.  User shall be responsible for any damage to United Concordia's information systems caused by unauthorized use or misuse of United Concordia Producer Portal Services.
 
10. Amendment.  United Concordia may require User to make further amendment to this Agreement as necessary to keep the delivery, use and disclosure of data compliant with applicable laws and regulations.  By acceptance of this Agreement, each User agrees to be bound by any such amendment.

11. Representation of United Concordia.  No User is authorized to represent or act on behalf of United Concordia, or solicit applications for issuance of United Concordia's group products, until the Terms and Conditions of this Agreement have been accepted.  Such authorization is effective on the date on which User accepts this Agreement through electronic communication.

12. Acceptance of Business.  No business will be accepted from any User unless User is appointed by the applicable United Concordia underwriting company, or completed appointment paperwork, including a signed producer agreement, is submitted by User to United Concordia.
 
13. Representations Regarding United Concordia Products.  User shall not make any representations regarding any United Concordia product, except as may be contained in the written materials available on this web site, or such materials as may otherwise be provided to User by United Concordia.  User shall not make any oral or written modification or waiver of any of the terms or conditions of any United Concordia product or rate quotation without the prior written authorization of United Concordia.

14. Compliance with Applicable Law.  User agrees to comply with all applicable state and federal laws, including laws requiring producer licensing and appointment.

15. Commissions.  United Concordia will pay commissions to User in accordance with the terms of a comprehensive written producer agreement entered between the Parties.  No commission will be paid by United Concordia unless the User is designated in writing by the group as the producer of record.
 
16. Representations of Producer.  User represents and warrants that it holds a current, valid producer license in the state(s) in which it will solicit applications for United Concordia group products.  User further represents and warrants that its producer license reflects the lines of authority necessary to solicit insurance in the applicable state.

17. Compliance with United Concordia Procedures and Policies.  User shall comply with all United Concordia guidelines, procedures and policies that are set forth in this Web site, or that may otherwise be provided to User, relating to the sale negotiation, solicitation or underwriting of group insurance business.
 
18. Independent Contractor.  The relationship between United Concordia and User is that of independent contractors.  Acceptance of these terms and conditions by User does not establish an employment relationship between United Concordia and User.

19. Trademarks.  The United Concordia trademarks, service marks, trade names, logos, domain names and icons appearing on this Web site, whether registered or not, are the property of United Concordia.  The User is not authorized to use these marks and other property of United Concordia without its prior written consent.
 
20. Termination.  Either Party may terminate this Agreement without cause upon sixty (60) days written notice, or immediately for cause.  Cause shall include, but not be limited to, breach of any material term of this Agreement, fraud or abuse.  United Concordia may also immediately terminate a User's access to United Concordia Producer Portal Services at any time if there are reasonable grounds to believe that the User has failed to properly manage logon IDs, passwords and/or data security as required by this Agreement, or if continuing the User's access threatens to cause a violation of applicable laws and regulations.  Each Party may also temporarily suspend electronic communications under this Agreement to protect computer or data systems in cases of emergencies, or to perform maintenance.  Each Party agrees to minimize the frequency and duration of these temporary suspensions.

21. Notices.  Any required notices under this Agreement may be given electronically through the same electronic medium used in accepting this Agreement, or by mail to the street address of United Concordia shown below.
 
22. Binding Agreement.  The parties intend to be legally bound by the terms of this Agreement.
 
Presentation and acceptance of this agreement through electronic communication will be effective to bind the Parties to the same extent as if the Parties affixed written signatures to a printed document.
 
 
UNITED CONCORDIA COMPANIES, INC.
UNITED CONCORDIA DENTAL PLANS OF CALIFORNIA
UNITED CONCORDIA INSURANCE COMPANY
UNITED CONCORDIA LIFE AND HEALTH INSURANCE COMPANY
Address: 4401 Deer Path Rd.

         Harrisburg, PA   17110