Professional Documents
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This Health Benefit Agent’s Service Agreement (the “Agreement”), entered into by
AND
_____________________________________________<NAME OF HBA>,
Filipino, of legal age, with registered address at
____________________________________________________________
(hereinafter referred as “Health Benefit Agent or HBA”)
The HBA accepts the appointment to render services as provided in Section 2 herein. The HBA
shall be an independent contractor and none of the terms of this Agreement shall be construed as to
create any association, partnership, joint venture, or an employer and employee relationship between
Maxicare and the HBA. The HBA shall have full discretion as to methods and means of operation
except that the authority of the HBA under agreement shall not extend to, or affect the general
practices of Maxicare.
The HBA hereby agrees to maintain a standard of knowledge, competency, transparency and
performance in promoting and marketing Maxicare’s products and services which satisfies those set
by Maxicare and sufficiently meets the volume of the required production and recruitment quota.
2. RESPONSIBILITIES OF AN HBA
Maxicare appoints the HBA to solicit accounts for Maxicare healthcare plans. The HBA
shall, to the best of his ability, ensure the account’s yearly renewal.
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2.3.1. The HBA shall be required to secure an HBA code before transacting
business for Maxicare. The HBA must act, at all times, in accordance with
the scope of his duties and responsibilities under this Agreement.
2.3.2. The HBA shall inform Maxicare of any information coming to his
knowledge that is relevant to the evaluation and/or acceptance by
Maxicare of any proposals and submissions by the HBA;
2.3.3. The HBA shall conduct his business in a professional manner and observe
at all times the HBA Code of Conduct. Attached hereto as Annex “A” is
the HBA Code of Conduct. It shall be the responsibility of the HBA to
obtain updates, if any, of the HBA Code of Conduct, familiarize himself of
the provisions thereof and to abide by them at all times;
2.3.4. The HBA shall not make any statement or do any act which is a
misrepresentation of or contrary to the terms of Maxicare’s healthcare
plans;
2.3.5. The HBA shall not do any act or use any language which may bring
Maxicare or any other company or society into disrepute; and this includes
in any and all social media platform.
2.3.6. The HBA shall not commit any fraudulent acts that may bring Maxicare,
its members and its general interest any harm or disrepute;
2.3.7. The HBA shall not accept payment in any form and issue a receipt thereof
for Maxicare membership fees;
2.3.8. The HBA shall deliver in good order on demand all records relating in any
way to the business of Maxicare, which the HBA hereby acknowledges to
be the property of Maxicare;
2.3.9. The HBA shall comply, at all times, with Maxicare’s written policies and
procedures relevant to Maxicare’s products and its processes;
2.3.10. The HBA shall ensure that the execution of this Agreement does not
violate any other contract or agreement or obligation between the HBA
and a third party.
2.3.11. The HBA shall comply with the data privacy standards and protection
clauses, such as but not limited to, Republic Act 10173.
2.3.12. The HBA shall abide by all existing and future issuances of the Insurance
Commission relative to HMO agents, particularly Insurance Commission
Circular Letter No. 2019-31.
2.4 QUOTA
The HBA shall maintain a sales production equal to or greater than the performance
targets relating to the accumulated Total Contract Value for new business income and
persistency above the minimum required persistency rate. The performance target and
persistency levels will be set by Maxicare and may be varied from time to time, with
proper notice to the HBA. In addition, the HBA shall meet the required recruitment quota
as stated in the “Annex C” of this Agreement. Failure to meet the required quotas shall be
a ground for disaccreditation at Maxicare’s sole determination.
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3. PROHIBITED ACTS
The HBA shall not, without the prior written consent of Maxicare, carry out or bind Maxicare
in any way in respect of, but not limited to, the following acts:
The HBA shall not publish or circulate any printed or electronic material concerning Maxicare
unless a copy thereof has been approved by a duly authorized officer of Maxicare. This
includes, but is not limited to, advertisements, pamphlets, websites, web logs, posts and others.
Maxicare shall provide the HBA with informational, advertising and promotional materials as
Maxicare may, in its sole discretion, deem necessary to enable the HBA to effectively promote
the Maxicare Plan in print, broadcast. television and social media as the need therefore arises,
by way of support to the HBA’s promotional activities.
5. REMUNERATION
In consideration of the performance by the HBA of the terms of this Agreement, Maxicare
shall pay his remuneration in respect of all contracts effected through him during the term of
this Agreement. Such remuneration shall be in accordance with the schedule declared by
Maxicare to be in force and which may be revised by Maxicare from time to time.
5. 1 Commission/Fees
The equivalent commission, net of applicable taxes, shall be payable to the HBA no
later than seven (7) business days from receipt by Maxicare of the full payment for
the selected mode of payment by the customer, provided that such payment for
membership fees have already been cleared and credited to the account of Maxicare.
The HBA shall issue a BIR registered official receipt no later than thirty (30) days
from his receipt of payment from Maxicare. His failure to provide an official receipt
is a violation which shall merit a corresponding penalty in accordance with Annex
“B”.
Commissions shall be payable only on premiums due, paid in full and actually
received by Maxicare on businesses obtained directly by the HBA while this
Agreement is in force. Commissions will be due on premiums received within the
cut-off dates and times that will be set by Maxicare.
Any entitled commission due to an HBA will be forfeited if the account closed by the
HBA are found to be fraudulent or fictitious in nature.
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5. 2 Deductions
Maxicare is hereby authorized to deduct from the commission payable to the HBA
such amounts that the HBA may owe to Maxicare without prejudice to other remedies
or rights as Maxicare may have available against the HBA under this Agreement or as
provided by law in events of default.
In cases wherein an account decides to pre-terminate its contract and the commission
has already been given to the HBA, Maxicare reserves the right to collect from the
HBA any paid excess commission or make corresponding deductions from future
commissions.
In the event of the cancellation of any contract by Maxicare resulting in the return of
any premium or installments of premium by Maxicare to the account/member, the
HBA shall, upon demand by Maxicare, immediately refund to the latter any
remuneration that he has received in respect of such cancelled contract.
The HBA shall pay all charges and expenses he incurred for postage of letters and transmission
of parcels, as well as all other charges of every nature or kind incidental to the carrying of the
business of the Agency. The same shall not be reimbursable by Maxicare.
7.1 The parties may pre-terminate this agreement, for any cause, at any time by giving
written notice to the other party at least thirty (30) days prior to the intended termination
date.
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It is understood that the termination of this Agreement shall be without prejudice to any
rights or claims of either party which may have accrued prior to the effectivity of such
termination.
7.2. Upon termination of this Agreement, the HBA shall deliver and account to any duly
authorized officer of Maxicare all amounts, documents, and other effects and property
belonging to Maxicare or relating to its business. Termination of accreditation in violation of
this Agreement may be made available for the general public’s information through news
publication or postings in social media and any other platforms. Furthermore, the HBA shall,
during and after termination of services rendered, upon reasonable notice, furnish such
information and proper assistance to Maxicare as may reasonably be required by Maxicare in
connection with the services performed by the HBA under this Agreement.
Maxicare shall have a first lien upon all sums payable under this Agreement or any other previous
agreement to secure any indebtedness incurred and owing by the HBA to Maxicare and may apply
such sums directly towards the satisfaction of such indebtedness. Maxicare is entitled to set-off any
monetary amount due to the HBA under this Agreement or any previous agreement against any
indebtedness due from the HBA to Maxicare.
9. CONFLICT OF INTEREST
The HBA may be directly or indirectly associated with any other HMO companies, society or other
body or person transacting life insurance, pre-need, mutual funds, UITFs or other investment
schemes, and/or any other related financial business so long as he/she provides Maxicare a written
notice of the HBA’s affiliation and/or association with her HMO companies, society or other body or
person transacting life insurance, pre-need, mutual funds, UITFs or other investment schemes,
and/or any other related financial business.
10.1. All “Confidential Information” shall be used solely for the purpose for which it was provided,
treated in strictest confidence and not disclosed to any other person, not reproduced except as
absolutely necessary for its authorized use and returned and/or destroyed in accordance with
the instructions of Maxicare;
In performing services under this Agreement, the HBA may be exposed to and will be
required to use certain Confidential Information of Maxicare. The HBA agrees that all
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company records, documents and properties are confidential and that the HBA, including his
representatives, shall not use or reproduce, directly or indirectly such Confidential
Information for the benefit of any person, or disclose to anyone such Confidential
Information without the written authorization of Maxicare, whether during or after the term
of this Agreement, for as long as such information retains the characteristics of Confidential
Information.
10.2. Appropriate security and controls are in place to protect and preserve all Confidential
Information of Maxicare from unauthorized access and/or disclosure to any third party. Such
security and controls shall include, but are not limited to,: i) in the case of hard copy
documents, secure transit and storage; and ii) in the case of electronic media use of current
and up to date industry standard antivirus and encryption software on all desktops, laptops
and portable devices.
10.3. The obligations of confidentiality in this Agreement shall not extend to any information which
the HBA can show:
10.3.1. Is in, or has become part of, the public domain other than as a result of a breach of
the obligations of confidentiality under this Agreement;
10.3.2. Was in its written records prior to the commencement date of this Agreement;
10.3.3. Was independently disclosed to it by a third party entitled to disclose the same;
10.3.4. Is required to be disclosed under any applicable law, or by order of any court or
governmental body or authority of competent jurisdiction; or
10.3.5 Disclosed with the prior written consent of Maxicare.
10.4. Any breach of this clause may result in disciplinary action being taken by Maxicare against
the HBA, including his representatives.
10.5. The obligation of confidentiality and restricted use shall survive the expiration and termination
of this Agreement.
10.6 HBA shall bear all costs, losses and damages to the extent resulting from breach of these
clauses. Agent agrees to release, defend, indemnify, and hold harmless the client and
Maxicare for claims, losses, penalties and damages and reasonable attorneys’ fees and costs
to the extent arising out of agent’s negligence, unauthorized use or disclosure of Personal
Information and/or HBA’s, or its of his/her agent’s breach of its obligations under these
clauses. HBA shall inform all of its principals, officers, employees, agents assigned to
consummate the sale of goods or perform services under the Contract of the obligations
contained in these clauses.
11. NON-ASSIGNABILITY
This Agreement is personal to the HBA who shall not be entitled to assign the rights and obligations
hereunder to any person whomsoever. No HBA shall transfer, assign, nor delegate his duties in
canvassing/soliciting of members for a healthcare plan or managing accounts to an associate,
employee, or sub-HBA/agent who is not trained, licensed to sell and is not authorized by Maxicare
to solicit a healthcare plan.
This Agreement, including its Annexes, constitutes the complete agreement and sets forth the entire
understanding and agreement of the parties as to the subject matter of this Agreement and supersedes
all prior discussions and understandings in respect to the subject of this Agreement, whether written
or oral. Any alterations or revisions of the terms herein must be made in writing and executed by
both parties.
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No failure or delay on the part of either party to exercise any right or remedy under this Agreement
shall be construed as a waiver thereof; any waiver must be done in writing. The rights and remedies
provided in this Agreement are cumulative and are not exclusive of any rights and remedies
provided by law.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of
the Philippines. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of
the courts of Makati City, Philippines.
15. SEVERABILITY
16. INDEMNIFICATION
The HBA agrees to indemnify, defend, and hold Maxicare and its successors, officers, directors,
agents and employees harmless from any and all actions, causes of action, claims, demands, costs,
liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any
breach of this Agreement by the HBA or any of the latter’s representatives which includes but not
limited to secretaries, points of contact, and other personnel under the HBA’s direct control and/or
employment.
17. NOTICES
All written notices and communications by one party to the other shall, unless the contrary be
provided, be sent by personal delivery, registered mail, or by fax with hard copy sent by personal
delivery or registered mail as follows:
For: Maxicare
Address: []
Fax No: []
E-mail: []
Attention: []
For: HBA
Address: []
Fax No: []
E-mail: []
Attention: []
Any notice, demand, request, or other communication under this Agreement shall be deemed to have
been duly given or made: (a) if made by hand delivery, on the date of delivery; or (b) if sent by mail,
whether by private courier or via registered mail, within 1-2 days from sending.
18. RE-ACCREDITATION
The parties hereby agree to reconcile and amicably settle, on a best effort basis, any dispute and/or
differences arising between themselves from billings and collections. Should amicable settlement
fail, both parties are accorded the right to seek any and all remedies available under the law.
20. AMENDMENT
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This Agreement may be modified or amended, if the amendment is made in writing and signed by
both parties.
21. COUNTERPARTS
This Agreement may be executed in several counterparts that together shall constitute one and the
same instrument.
By affixing respective signatures (i) through an electronic signature as defined by law, or (ii)
through a recognized electronic signature service, or (iii) by selecting an option in e-signing
software, or (iv) by affixing a digitized image of a manual signature, (v) on a soft copy of a
document with a stylus or finger on a touchscreen, or (vi) by using any other form of biometric
identification (each, the “e-signature”), the Parties’ signatories represent and warrant that (a) the
e-signature is his/her true and authentic signature, (b) he/she has full authority to sign, and (c)
he/she, as well as the corporation(s) he/she represents, consents to be legally bound by this
Agreement. Unless there is manifest error or obvious irregularity/forgery, the Parties hereto may
rely upon e-signatures as if such e-signatures were signed in ink
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the day and year first
above written.
By:
__________________________________________
NAME OF HBA & SIGNATURE
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ANNEX “A”
The HBA must conduct themselves in and out of the office to the best of their abilities as a reputable
HMO HBA worthy of representing a distinguished company such as MAXICARE HEALTHCARE
CORPORATION (“Maxicare”) by striving to emulate the following:
I. GENERAL CONDUCT
Maxicare expects its employees and accredited representatives to conduct themselves in a business-like
manner. Drinking, gambling, fighting, swearing and similar unprofessional activities are strictly
prohibited while on the job. Both employees and accredited representatives must not engage in sexual
harassment or conduct themselves in a way that may be construed as such.
Compliance to the law, both in letter and in spirit, is the foundation on which Maxicare’s ethical
standards are built. All employees, officers and accredited partners must respect and obey the laws,
rules, and regulations of Maxicare at all times.
Maxicare expects that all employees and accredited partners will perform their duties conscientiously,
honestly, and in accordance with the best interests of Maxicare. Employees and accredited partners
must not use their positions or knowledge gained as a result of their positions, for private or personal
advantage. Regardless of the circumstances, if they sense that a course of action they have pursued, or
are presently pursuing, or are contemplating to pursue may involve them in a conflict of interest with
their employer, they should immediately communicate all the facts to their supervisor, agency leader or
officer.
Maxicare seeks to outperform the competition fairly and honestly. It seeks competitive advantages
through superior performance, never through unethical or illegal business practices. Stealing proprietary
information, possessing trade secret information that was obtained without the owner’s consent, or
inducing such disclosures by past or present employees of other companies is prohibited. Each employee
and officer should endeavor to respect the rights of and deal fairly with the Maxicare’s customers,
suppliers, competitors and employees. No employee or officer should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information, misrepresentation of material facts,
or any other illegal trade practice.
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound
working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever
be offered, given, provided or accepted by any Maxicare employee or officer, family member of an
employee or officer, or HBA except if it: (1) is not a cash gift, (2) is consistent with customary business
practices, (3) is reasonable in value, (4) cannot be construed as a bribe or payoff and (5) does not violate
any laws, regulations or applicable policies of the other party’s organization. Any gifts or proposed gifts
that an HBA is not certain of if appropriate must be discussed with the supervisor.
Employees and accredited partners must separate their personal roles from their organizational positions
when communicating on matters not involving organizational business. They must not use Maxicare
identification, stationery, supplies, and equipment for personal or political matters. When
communicating publicly on matters that involve Maxicare business, employees and accredited partners
must not presume to speak for Maxicare on any topic, unless they are certain that the views they express
are those of Maxicare, and it is Maxicare’s desire that such views be publicly disseminated. When
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dealing with anyone outside Maxicare, including public officials, they must ensure not to compromise
the integrity or damage the reputation of Maxicare, or any outside individual, business, or government
body.
VI. CONFIDENTIALITY
Employees and accredited partners must maintain the confidentiality of proprietary information
entrusted to them by Maxicare or its customers or suppliers, except when disclosure is authorized in
writing by the Chief Financial Officer (COO) or required by laws or regulations. Proprietary information
includes all non-public information that might be of use to competitors or harmful to Maxicare or its
customers or suppliers, if disclosed. It includes information that suppliers and customers have entrusted
to us. The obligation to preserve proprietary information continues even after employment ends.
All employees and accredited partners should protect Maxicare’s assets and ensure their efficient use.
Theft, carelessness and waste have a direct impact on Maxicare’s profitability. All Maxicare assets are to
be used for legitimate purposes. Any suspected incident of fraud or theft should be immediately reported
for investigation. Maxicare assets should not be used for non-Maxicare businesses.
The obligation of employees and accredited partners to protect Maxicare’s assets includes Maxicare’s
proprietary information. Proprietary information includes intellectual property such as trade secrets,
patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data
and reports. Unauthorized use or distribution of this information is a violation of Maxicare policy. It
could also be illegal and result in civil or criminal penalties.
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ANNEX “B”
Depending on the severity of the offense and or depravity or negligence attending its commission,
Maxicare Healthcare Corporation (“Maxicare”) may impose a lesser or higher punishment than those
stated below.
Subsequent offense/s committed (regardless of the offense violated) as the second, third, or fourth
offense/s, as the case may be, shall result to the imposition of the next higher penalty imposable of the
offense committed.
SANCTIONS
st
ACT OR VIOLATION 1 Offense 2nd 3rd Offense
Offense
1. Misrepresentation DISACCREDITATION
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secure an unfair gain or benefit, or to the detriment of
another.
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● Any other material information
8. Valid customer complaint arising from DISACCREDITATION
disservice or mismanagement of the account
9. Misbehavior towards the client or Maxicare DISACCREDITATION
10. Violation of the Data Privacy Act DISACCREDITATION
11. Non-submission of Official Receipt b, k
Acts subject to disaccreditation shall not be given considerations if HBA has been proven at fault.
Only non-performance will be given consideration and further assessment by Maxicare.
ANNEX “C”
I. SALES TARGET
PARAMETERS
HBA Sales Production during the Review Period
Production Target
5 MyMaxicare and 20 Prepaid Accounts or 1 SME Account or
according to Total Contract
1 Corporate Account
Value
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Production Target
5 MyMaxicare and 20 Prepaid Accounts or 1 SME Account or
according to Account
1 Corporate Account
Type
ANNEX “D”
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g. Conduct Maxicare business in a professional manner at all times
h. Observe the Agent's Code of Conduct as stipulated in the service agreement
i. Ensure familiarity with Maxicare processes and guidelines
j. Ensure proper safekeeping of relevant and critical account documents
k. Coordinate with and assist Maxicare's Collection Team in the collection of payments
l. Represent the account in handling inquiries/requests (eg. claims inquiry) and inform them of any
relevant updates
m. Immediately advise and deliver to Maxicare any information/communication received pertaining
to any demand/notice/pleading which may be of interest, use or benefit to Maxicare
n. Transmit to Maxicare any notice of plan cancellation within 48 working hours from receipt of
request
o. Must be responsible in scheduling utilization management presentations with clients depending
on the account size
p. Must be highly involved in terms of negotiation whether new or renewal business
q. Secure approval of materials on Maxicare products to be released online/ offline
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