Free Complaint - District Court of Delaware - Delaware

Case 1:05-01/-00415-JJF Document 1-2 Filed 06/21/2005 Page 1 014
EXHIBIT A

i` Case 1:05-cv-00 - -
415 JJ F Document 1-2 Ftled 06/21 /2005 Page 2 of 4
- .· _ · Ins C This Agent Contract ts made and entered into by and
- . m among the General Agent. the Agent. and New England
·` ` Life lnsutanee Company of Boston. Massachusem (whe
Company"). ’Dte General Agent for purposes of the
0 Ccmuact shall be the person indicated on the General
· Agent Appoinonent Page appointed by the Company as
the G eral A f the ` .
A en gent or terrttofy
Contract AGENT
Name - ._


Addrux

Soeial Seventy Number
The provision set forth herein, the Schedule of Agent
Compensation and any amendments attached hereto are
hereby made part of the Agent Contract ("the Contract").
The Conuact shall supersede all previous agreements
between the General Agent, the Agent, and the Company
with respect to policies or coverages. credited to the Agent.
whose Home Office Receipt Dates are on or after the
Effective Date ofthe Conuact.
The parties to the Contract agree that the law of the
Commonwealth of Massachusetts shall govern the
_ Contract in all respects.
The Contract shall take effect on the ........-.
day of _..._..--. 19... ("the Effective
Date"). “
l Agent
V Stguamrt: (Date Sipod') .
New England Life Insurance Company
By: _____
_ Atnbctizxd Of.‘E¤er (Due Approved and Cctmtersigned)
AG—B31 -95

Case 1 :05-c - - - ·
__ v 00415 JJF Document 1-2 Ftled 06/21/2005 Page 3 gf 4
. _- . the solicitation of applications for policies, but so far
__ asis comistent with such freedom shall cotnformto
` ‘ • • the rules of the Company and of the General Agent
in the conduct of business. It is agreed that the Agent
O P I. 0* 510 is an irtdcpendent contractor, and nothing in this
_ Contract shall be cormtrued to create the relationship
THE AGENCY of employer and employee between the Agent and
(1) Appointment. The Agent is appointed as a full—ti.mc the Company or between the Agent and the General
life insurance agent of the Company and may solicit Aggie
and procure applicatiom for policies of the Company F th , . d
in ine territory of the General Agent and such other (5) S;;1$g¤;rrl2gnP°;°;€g;5‘§ S ci`;;1g;`; thc:
wnimry as may bc wud UPM" wmmm exclusive laws ’ lans or bgneiits applicable to full-time life
tepiesentation. It is understood and agreed that mich . 'Lu agcms me Agcm www U i as an
mj my is me Agcmls principal business activity and active full·tirne agent at the end of a given calendar
is conducted primarily for the Company. ln the event Fw in which me Agent mem me rcquirgmms for R
uw Gmcm Agcm is mim md' me Agcm S Year of Qualified Service set forth in the Schedule of
Contract shall conunue rn effect and (a) tlte Agent, Agcm Cumpmsmjon in mm for Policies credited in
witrtout further act or notice. may continue to solicit Such w An a cm who fails w mem Such
antt procure applications and subm.it them to such mq .y éms gmi given calendar yw 1 mt be
npmemmivc as may be appointed by me Company treated as a full-time agent of the Company but will
“’““ "‘° C°“‘P“”’ mu °p’°““ “ “°°’ G"“°""“ remain nnoor tna connoot However ntch agent's
‘°}gcm' md (bi me Company SMD Succeed? me business activity will not be deemed to be the
Ei'? ?“‘° S£§F§§§§3i $i’;;"’G$ E;‘;L3‘;_t, nntonn of mn, to, tr. oOmpm,_
I Ezuowancc a mm between me An agent. whether full-time or not, who elects
upc. gm: . retirement from the Company's qualified plans for
terminated General Agent and the Agent tcmunates fulbdmg me imummc agms J H be defined and
as '°f.m°.cH°°¤vc dmc °f me Gmml Agn!} treated thereafter as a retired agent without regard to
lmmmnm‘ bm the Company Icscwcs me ngm LD whether the em has met tlte r uirements for a
kergp any given agreement in effect and to modify it Yw of C 1%% Ed Smdcc eq
0 until the appointment of the new General Agent. _ '
(2) Substitution of Parties. The Agent hereby consents (6) i“;T;;;$a;l§j;?;‘Eg EE; gm
to me substitution as a party to the Contract inlplace mi Company for me Ccmpmfs mcuw pm gr
ggfgof lcmimgijilccggéigi c;;m at thc discretion of the Company. the Ageétt shall
appointed by the Company zu the General Agent for Lvsgmclsgijgygi iggggggesgiio p°‘;}:;i
the territory. The Agent will be furnished with . ‘ . . . ’ . .
evtdence of any new appointment in tno form ofthe l;§f1°;;;°;“;‘ t§c";*1j’:;3_?‘;°°“°“$°
Gt-etalAentA ointm ntPaewhichshall . ‘
n.Lon.fooop’£tornZcn€on ;g;;=j)¤;=njj may ‘>°’°‘1*¤’°“‘>Y =*== ¤¤*¤t>·mv*~m _
(3) pgtggg gmgr ('I) Covenant Not, To Compete. For a. period of IWD l
pngntiurns due thereon, and upon compliance with mg m-lud;r¤“;`11na¤cin OT f mg commu" 3: Agcm
tht; terms, conditions and provisions of such policies ucn]$;3dcB°°Ofyl}i°g gsm my'.°°g::*°u;1_ri of me
and the mles of the Company. The Agent shall not Agcm or poucyhgldgsugf me Cotrzxgmy
oégil; forigixxzs owning policies for which the Agent rs agent of
‘ obligatzionorliabilityforwhichtheGeneral Agentor g;;j¤;jyg¤;g;j;¤fM¤;¤;1;¤a{g¤;;{;~°g;g;*
th: Com any shall be responsible. ’l'he A ent `s ' . ’ . '
nnonnio to oouon wttn respect to npouiry oily no ;°’ %P°;?;]§j{lgl*;°é*O°;*tg;§ ;*g*j;Lf;§°> hg?
first premium due. and other payments as . . . _
specifically authorized by the Company, and shall g;:1gf°5;`g:n°;;§';;:nti?°?xu$§;°?u;l°;:‘g; any
om tly remit such to tlte General Agent. ln . . . . . .
- the Agent shall suictly adhere to all rules Lggugggguch agen] I t:° mi hg'! m 0; wlmmy °f me
and procedures established by the Company's wsmany ;°E:_;;:Cia1- qcismé; el uggflmufhe
_.C. lianPrgramfth k`f`stn1lJt . ’.
0 ‘ PILIECB gd S£Mms_ or C my cmg 0 m cc 180 day or two year periods referred to herein shall
_ _ be deemed unenforceable ar law, then such periods
(4) Duties and Relatronshrp. The Agent shall be free to Shall be {gduggd m md, pcdods as sm]; be tcsauy
dntnmine for himself the time, place and maruter for m{¤;·c¤btc_ _
AG·83l ·96 ` 1

Case 1 .05-cv-00415-JJF _ Document 1-2 Filed 06/21 /2005 Page 4 of 4
`“‘° °‘°"°”’ *°*g°’“ md "‘° °°"‘*’°"" my *’“”“° at (9) iiighgiiir Egigdrimsut mtg regular time — 1 .
_ remedies, including injunction, to assure compliance hum so me gm an ,S amhmiud npusmmivc _
with me covenants in lh.iS Section Bild Smi-1· if and au bcolap g lj holder records in the
successful. be entitled to recover from the Agent all igmrs sscssicinwhggh (along m me Gwen! O
eggs expenses incurred in PlJ1'$Ul·¥\S'$l;C·h Agent OSEC C°mPany_ This shall not include any
remerues, including reasonable attorney s ecs. boob and records which belong to me Agcm
(8) Service Mark License. (10) Fmnimn and Su E5-
(¤) Gm"' °fLi“”·‘°‘· An office su liegpftlnlitvte ¤ Tm C°mPa-“Y hccby grams m uu Agcm a mn` {gripes roviggdb ' the Com, my ¤l’ me G°“°“1
exclusive, personal and non-transferable right gall an be dl; O ny Umm
and license to use the service m3-YY-9 lh¢ Acgnmuial ` ax lh E-; ease may be.
Company uses in its business, including "’Ihe , Agua °T ° mpa“y‘ .
.. subject to the use and control of the authorized
New England. the logo of The New Engl?-ml · {mg C O; me General A em
and me trading mm: ..Ncw England Life representauve o ompanlyl . and B
t Insurance Company" (hereinafter !efe¤'¢6 t0 15 and aio whim m any Pamc U Linus d
··Mane—.··; ut me temwq of me General Agent °°“d‘“°"$ a¤‘°°‘* “P°“ "°“"d°f[ mr ’°‘g?“‘ fn of
in connection with the produces and services of Agmgkig lh; ft.? a whatsoever
the Comgaiay am iu.affmams.up°n me team; all of i;e¤;:¢;vc psogeartxy snirlint; inttnediately
and condiuons contained herein. ove: to me amhodzcd Rpmscmadvc of me Gcmml
G1} YUM- Agent or the Company.
1his license shall be in effect as long as the
I.icensee is an Agent of the Company. COMPENSATION
(c) Ure and Ownershna ofServicz Mark:. (ll") Payment. The General Agent. or after his
The Agent shall use the Marks only with the terminalion the Company on his or its behalf. shall
products and services of the Company and iu; pay to the Agent, his estate or assigns. thc
affiliates and in accordance with the rules of the compemation provided in the Schedule of Agn!
Company. ’I'he Agent acknowledges the Compcnsalion, subject to the provisions of the
Company‘s exclusive right. title and interest in Contract and ofthe Schedule. O
and tn the Marks and will not at any time do or (12) Schedule or Agn! Ccmpcnszdcm -I-hc Schndulc of _
_ cause to be done any act or thing contesting or Agcm compensation which shan apply is me
rn any way rmpalrlng any part of such right, title companys pubushgd Schedule Of Agent
md mma" Compensation. and such Schedule is incorporated
(d) Termin ation. herein by reference. Copies of the Schedule will be
This License shall terminate: (D when the furnished to the Agent by the General Agent or the
Contract terminates, or (ii) if the Agent makes Company. i
any assignment of assets or business for the It is lmdcrswod and agreed mm the right is reserved
benefit of creditors or if a trustee or receiver Ls [O uw Company at my dmc or from dmc w dmc, to .
appointed to administer or conduct the Agent'; change in Whole or in pm like Schedule of Agent .
business or affairs or i.f the Agent is adjudged in Ccmpcmamm including Changes m the Year of
any legal proceeding to be either a voluntary or Qwmcd scwicc (..YQS..) mqujmmmm No change
involuntary banluupt, or (iii) if the Agent fails wm mducc my commiséon or service fcc rms
‘° °°'"P?>’ "‘“‘ my l"°*""°’* °’ lm L*°°"$°- payable on policies mama as mw business ID the
“°“°° ”‘°“‘°‘ ‘° "‘° "*g"“ by “‘° Agent before was ams. Any changes is are vos
' ' requirement or any other qualificauon requirement
' Upon temrinalion of this License the Agent shall be applicable to all policies credited under the
shall immediately cease and desist from all use Contract.
of the Marks in any way, including any use as a
' trade name, and will deliver up to the Cornpany
all material, papers and other media upon which
the Marks appear and the Agent shall at no time
, adopt or use without the Company‘s prior
written consent any word or mark which is `
_ __ likely to be similar to or confused with the Q
Marks. 'l'he Agent shall take all steps to notify
the telephone company listings which may be »
required in connection with such cessation of
use of the Maiics.
AG-831-Qt; 2