P r o d u c e r ag r e e m e n t

PERSONAL INFORMATION FOR INTERNAL USE ONLY

Producer Name:

HENRY ENRIQUE BARRERA MATOS

First name M.I. Last name Producer Code:

Company Name:

INTERBROKERS
Received Date:
Month/Day/Year
Address:

CALLE 84A SECTOR AMPARO CR VILLA SANTO DOMINGO CASA 8

Territory:

City: State: Zip: Country:

MARACAIBO ZULIA 4001 VENEZUELA

Mailing address (if different):

City: State: Zip: Country:

Telephone (Work): Telephone (Mobile): Email:

0414-6202901 0412-2494212 HBASESORSEGUROS@GMAIL.COM

1. Producer Relationship. This Producer Agreement (the “Agreement”)
establishes an independent contractor relationship between Bupa
Worldwide Corporation, a Florida corporation, (“Bupa”) acting on behalf
of Bupa Insurance Company (“BIC”) and Bupa Insurance Limited (“BINS”),
and the person or company identified above (“Producer”). During the
Term, Producer agrees to facilitate submission of Member applications
for the applicable health insurance products identified below (collectively
the “Products”) in the Territory pursuant to this Agreement and any
written instructions provided by Bupa to Producer from time to time (e.g.,
via Bupa’s website, on Producer’s account management systems, etc.).
“Member” is defined as the named applicant on the respective health
insurance application.
2. Producer Code. Bupa will assign and issue a unique code to Producer
(the “Producer Code”), which Producer shall use to identify itself when
submitting and administering Member applications, communicating with
Bupa, or for Producer’s commission payments.
3. Commissions. Pursuant to this Agreement, Bupa will pay Producer
the applicable commission for each Member application that Producer
procures and results in a newly issued or Producer renewed Product
policy; provided such application is complete, accurate and properly
submitted on behalf of a valid Member, and approved and issued by
Bupa (each a “Qualifying Policy”). Commissions will be calculated by
Bupa and based on the premium paid in U.S. Dollars for each Qualifying
Policy. No commission payments will be made for extra premiums (e.g.,
“loadings” resulting from the state of health of the Member). Commission
payments must be timely refunded if a Qualifying Policy is cancelled or
terminated prior to its expiration date. Producer’s target commission
amounts for each Product are set forth below:

Bupa Worldwide Corporation

7001 SW 97 Avenue ● Miami, Florida 33173
T +1 305 398 7400 ● F +1 305 275 8484 ● www.bupalatinamerica.com ● bupa@bupalatinamerica.com
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BIC Products Commission for new Qualifying Policy1 Commission for Qualifying Policy renewal1

Bupa Exclusive Care

Bupa Privilige Care

Bupa Advantage Care

Bupa Secure Care

Bupa Essential Care

Bupa Critical Care

Bupa Corporate Care

Bupa Worldwide

Bupa Select

Bupa Prestige

Bupa Choice

Bupa Group

BINS Products Commission for new Qualifying Policy1 Commission for Qualifying Policy renewal1

Bupa Diamond Care

Bupa Complete Care

Premier 1 Diamond

Premier 1 Gold

Premier 1 Silver

Premier Care

Silver

¹ In the event a Sub-Producer(s) procures a Qualifying Policy, Producer’s commission for such Qualifying Policy shall be off-set by the commissions assigned and payable by
Bupa to the respective Sub-Producer(s) for such Qualifying Policy pursuant to the agreement between Bupa and the respective Sub-Producer(s).
“Sub-Producer(s)” is defined as (i) an insurance agent identified by Producer which has a current direct business arrangement with Producer, and (ii) has a written producer
agreement with Bupa.

Production Requirement :

Bupa Worldwide Corporation

7001 SW 97 Avenue ● Miami, Florida 33173
T +1 305 398 7400 ● F +1 305 275 8484 ● www.bupalatinamerica.com ● bupa@bupalatinamerica.com
Confidential
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4. Payment. Earned and payable commission calculations and payments (if and
when due) will be made (a) every two (2) weeks if paid by wire transfer to the
bank account designated by Producer, or (b) every week if paid by ACH to
the bank account designated by Producer. Producer acknowledges that Bupa
must receive and process cleared funds on each Qualifying Policy premium in
U.S. Dollars prior to making any commission payments to Producer. Bupa will
have the right to offset any refunds or other amounts owed to Bupa from any
commission payments due to Producer.
5. General Responsibilities of Producer. (a) During the Term, Producer
shall use reasonable best efforts to promote, market, and procure Member
applications for the Products. Producer will comply with all applicable laws and
regulations, and will at all times perform its activities hereunder in a professional
manner and in accordance with this Agreement. Producer will attend any
required training (online or in person) and timely obtain any required Product
certifications. At Bupa’s request, Producer will provide Bupa with personal
information necessary to conduct any due diligence required at any point
during the effective period of the Agreement. (b) During the Term, Bupa may
provide Producer with marketing materials and other documentation regarding
the Products (“Bupa Marketing Materials”), which shall solely be used for
Producer’s performance under this Agreement pursuant to the guidelines or
directions issued by Bupa from time to time. Producer will not use or create
any derivative works from the Bupa Marketing Materials without Bupa’s prior
written consent, nor shall Producer alter the Bupa Marketing Materials in any
way that changes the meaning, offer, intent or other aspects of the information
contained therein. Producer will immediately assign to Bupa all rights in any
derivative materials created to the Bupa Marketing Materials. Bupa retains
sole ownership of all right, title and interest in and to the Products, the Bupa
Marketing Materials, and any other Bupa copyright, patent right, trademark
and service mark right, trade secret right, moral right, derivative work, and all
other intellectual property and proprietary right (collectively “Bupa IP Rights”).
Producer agrees not to allege that it owns any intellectual property rights,
by adding any copyright legend of its own or by other means, in any of the
Products, the Bupa Marketing Materials or the Bupa IP Rights. All goodwill
associated with or created by use of the Bupa Marketing Materials or the Bupa
IP Rights shall belong to Bupa and is hereby assigned to Bupa. If Producer
uses any Bupa IP Rights in its domain name, upon Bupa’s demand, Producer
will assign, at no cost to Bupa, all of its rights in such domain name to Bupa.
Bupa reserves the right to withhold or withdraw approval of any use of the Bupa
Marketing Materials or the Bupa IP Rights for any reason. (c) At least quarterly,
Producer will promptly submit reports containing pertinent information about
Members, the Products and Producer’s activity, including all information as
Bupa may reasonably request.
6. Specific Compliance Obligations for the Products. Bupa and Producer
agree to comply with the U.S. Foreign Corrupt Practices Act and the U.K.
Bribery Act 2010 both relating to bribery prohibitions, as well as the U.S.
treasury Department’s Office of Foreign Asset Control (“OFAC”) prohibitions.
Bupa and Producer agree to comply with OFAC requirements and will not
provide the Bupa products or provide services relating to those products to
any country, entity, or individual prohibited by this U.S. law. More information
related to prohibited transactions in countries, entities, and individuals can be
found at http://www.treasury.gov/resource-center/sanctions/Pages/default.
aspx. Bupa, upon prior written request, reserves the right to request information
and documentation from Producer regarding specific transactions for audit or
investigational purposes solely as it pertains to Producer’s compliance with
applicable laws under this Agreement.
7. Term. Termination. (a) Unless terminated earlier as set forth herein, this
Agreement will have a term of one (1) year from the earlier of, the date Bupa
(i) signs this Agreement, or (ii) issues the Producer Code to Producer (“Term”).
Unless either party shall give the other written notice thirty (30) days prior
to the expiration of the then current Term, this Agreement will automatically
renew for successive one-year periods (each also referred to as the “Term”).
(b) Without any liability to Bupa, this Agreement may be terminated by Bupa
immediately: (i) if Producer ceases to do business or if there is a material
change in the control or ownership of Producer; (ii) any business reason; (iii)
if Producer breaches any provision of this Agreement and fails to cure such
breach within thirty (30) days from receipt of notice; or (iv) if Producer fails
to generate at least one Qualifying Policy during any given ninety (90) day
period, or Producer’s annual average renewal rate is less than seventy-five
percent (75%), or if Producer fails to provide policy service or assistance to
those Members who Producer submitted under this Agreement.
8. Effects of Termination. (a) Upon termination of this Agreement, Producer will
immediately cease to (i) promote, market, and procure Member applications
for the Products, and (ii) use any Bupa Marketing Materials and Bupa IP
Rights. Producer will also immediately return to Bupa or destroy (at Bupa’s
option and direction) any and all Bupa materials in Producer’s possession. All
commissions, less any refunds or offsets, due to Producer as of the termination
of this Agreement will still be payable. (b) The following provisions shall survive
termination of this Agreement 5(b), 8, 9(a), 10, 12, 13, 14 and 15.
Bupa Worldwide Corporation
7001 SW 97 Avenue ● Miami, Florida 33173
T +1 305 398 7400 ● F +1 305 275 8484 ● www.bupalatinamerica.com ● bupa@bupalatinamerica.com
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9. Confidentiality. Business Associate. (a) Producer agrees to keep the
terms of the Agreement and any information or data that Producer receives
in connection with the Agreement, including insured protected health
information, in strict confidence and will not disclose such information to
any third party nor use such information other than in connection with the
Agreement and pursuant to applicable law. (b) Producer agrees to comply
with the Bupa Business Associate and Privacy Services Agreement relating
to the confidentiality of insured protected health information as proscribed
by the Health Insurance Accountability and Portability Act (“HIPAA”), which
is available on Bupa’s website at http://www.bupalatinamerica.com/ckfinder/
userfiles/files/BWW BAPSA1 (english).pdf and is hereby incorporated into the
Agreement by reference. By signing this amendment, Producer acknowledges
having read and accepted such HIPAA Business Associate and Privacy
Services Agreement.
10. Venue. With respect to any suit, action, or proceedings relating to or arising
out of this Agreement, of the parties’ relationship to each other, each party
irrevocably submits to the jurisdiction of the courts of the Eleventh Judicial
Circuit, in and for Miami-Dade County, Florida and the United States District
Court for the Southern District of Florida. This provision shall not be construed
to make applicable any provision of the Florida Insurance Code that is not
expressly applicable by its own terms.
11. Amendments. This Agreement may not be amended by Producer, nor may
any obligation of Producer be waived, except by mutual written agreement of
the parties. Bupa may, at any time, by notifying Producer in writing, amend
the Products, the rate of commissions or any other payments to Producer, the
processes and procedures for Qualifying Policies, and this Agreement. Such
amendments will become effective seven (7) business days thereafter unless
Producer notifies Bupa in writing of its non-acceptance of the amendments
and termination of this Agreement. Producer’s continued performance will
constitute acceptance of any amendment.
12. Notices. Notices under this Agreement must be in writing and are deemed
effective upon delivery.
13. Indemnification. Producer shall indemnify, hold harmless and, upon Bupa’s
request, defend Bupa against any claims, liabilities and expenses (including
court costs and reasonable attorneys’ fees) arising from or related to Producer’s
failure to comply with any provision of this Agreement.
14. Limitation of Liability. Bupa’s liability for any direct damages from any
claim or cause of action whatsoever relating to this Agreement shall not
exceed the total amounts paid to Producer under this Agreement which
gave rise to the Dispute during the preceding twelve (12) months. IN
NO EVENT SHALL BUPA BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS,
EVEN IF BUPA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Except as prohibited by applicable local law, the parties agree that any
litigation claims must be filed within one year from the date such claim gave
rise.
15. General. Neither this Agreement nor any right or obligation hereunder may
be assigned by Producer to a third party without the prior written consent of
Bupa. Bupa may assign this Agreement to a subsidiary, affiliate or related
company without prior notice or consent. Producer agrees to perform all acts
deemed reasonably necessary to assist Bupa including, but are not limited to,
execution of documents and assistance or cooperation in legal proceedings.
If any provision of this Agreement is held to be illegal or unenforceable,
such provision will be limited or eliminated to the minimum extent necessary
so that this Agreement will otherwise remain in full force and effect, and
enforceable. This Agreement will not be construed as limiting in any manner
Bupa’s marketing or distribution activities or its appointment of other dealers,
distributors, licensees, agents, or representatives of any kind in relation to
the Products. Neither party is a legal representative, agent, employee, joint
venture, or franchisee of the other party, nor does this Agreement create a
joint venture between the parties. Neither party will assume or create any
obligations on behalf of the other or make any representations or warranties
about the other, other than those authorized by an authorized signatory of
the other party in writing. Neither party will have the authority to enter into
any contracts or commitments on behalf of the other party, or otherwise to
bind or commit the other party. Each party is solely responsible for all of its
employees, agents, expenses, and operations and for any claims, liabilities,
damages, taxes, or debts arising from its respective activities. This Agreement
is the sole agreement between the parties with respect to the subject matter
hereof and supersedes any and all prior agreements between the parties with
respect to the Products.
 The undersigned parties hereto agree to the terms and conditions of this Agreement. This Agreement will not be effective until signed by
Bupa and returned to Producer in its home country.

BUPA WORLDWIDE CORPORATION PRODUCER

Signature Signature

HENRY BARRERA

Name and Title Name and Title

02/07/2020

Date Date

THE FOLLOWING SHALL ONLY BE COMPLETED AND SIGNED BY THE GENERAL AGENT, IF APPLICABLE.

The parties hereto acknowledge and agree that the following general agent signature is for acknowledgement purposes only and that such general
agent shall not be bound by the terms and conditions of this Agreement between Bupa and the Producer.

Signature

HENRY BARRERA

Name and Title

HENRY BARRERA

Date

02/07/2020

General Agent code

Bupa Worldwide Corporation

7001 SW 97 Avenue ● Miami, Florida 33173
T +1 305 398 7400 ● F +1 305 275 8484 ● www.bupalatinamerica.com ● bupa@bupalatinamerica.com
Confidential
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