Complaint Review: NAA National Agents Alliance - Nationwide

AGENT AGREEMENT

THIS AGENT AGREEMENT (this “Agreement”) is made and entered into effective as date written

next to the Independent Contractor’s signature below, by and between SUPERIOR PERFORMERS, INC™.

d/b/a, a Virginia corporation having its primary place of business in North Carolina (“NAA®”) and the

individual or entity executing the agreement as set forth below (the “Independent Contractor”).

WHEREAS, NAA® and Independent Contractor are engaged in forming and maintaining a

cohesive marketing organization for the sale of insurance products; and,

WHEREAS, NAA® has obtained the rights to be an independent marketing organization or

managing general agency for Contracted Insurance Companies (as defined below);

WHEREAS, NAA® is willing to permit the Independent Contractor to engage in sales of products

of the Contracted Insurance Companies, subject to the terms of this Agreement and the requirements of

such insurance companies;

WHEREAS, NAA® is engaged in activities or is a party to contracts which require maintaining the

confidential nature of certain activities and information so as to properly perform under said contracts

or so as to maintain NAA®’s competitive advantage in the marketplace; and,

WHEREAS, the Independent Contractor will have access to or knowledge of the confidential

information regarding NAA®’s business activities or confidential information used in NAA®’s business

activities or confidential information used in NAA®’s business or industry; and

WHEREAS, NAA® desires to make Independent Contractor aware of the confidential nature of

these activities and the information and to obtain from Independent Contractor a commitment not to

disclose any confidential information, except as provided in this Agreement; and

WHEREAS, NAA® has an investment in its client, vendor, independent contractor, and employee

relationships, and these relationships are necessary and important to the continued success of its

business; and

WHEREAS, the Independent Contractor is prepared to acknowledge the pre-existing nature of

these relationships and to refrain from interfering with or disturbing these relationships to the

detriment of NAA®.

NOW THEREFORE, in consideration of (i) a contract to sell the products of the Contracted

Insurance Companies through NAA®’s relationship with such companies, (ii) marketing incentives from

time to time made available by the Contracted Insurance Companies through NAA® for a limited time

period, (iii) access for a limited time period to marketing tools and services (including, but not limited to,

leads, NAA®’s website use, etc.) and (iv) other new good and valuable consideration, the receipt and

legal sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1. Compliance with Laws and Regulations. The Independent Contractor shall comply with all federal,

state and local laws, regulations and rules applicable to the Independent Contractor’s solicitation of

insurance products, and all rules, policies, procedures, and standards which are provided to the

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Independent Contractor by a regulatory agency, NAA® or by any NAA® Contracted Insurance

Companies.

a. The Independent Contractor shall hold the appropriate insurance license(s) in the state of

solicitation and in the state where the application is signed prior to submitting an application for

insurance to NAA® and shall maintain such license(s) in good standing at all times during the

term of this Agreement.

b. The Independent Contractor shall complete pre-contracting or appointment paperwork with the

NAA® Contracted Insurance Companies prior to soliciting the sale of a product, if required.

c. The Independent Contractor shall not alter, modify, waive, or amend any of the terms, rates or

conditions of any advertisement, brochures, applications, policies, contracts or other material of

provided to the Independent Contractor by NAA® or any NAA® Contracted Insurance Companies

unless submitted and approved in writing by NAA® and/or the NAA® Contracted Insurance

Companies. The Independent Contractor shall not create any material that references NAA® or

NAA® Contracted Insurance Companies unless submitted and approved in writing by NAA®

and/or the applicable NAA® Contracted Insurance Companies.

2. Lead Purchase Program. NAA®, by itself or through its Affiliates, has developed a lead program (the

“Lead Program”) for qualified members of its associated insurance agents to buy leads from NAA® or

its Affiliates for use solely in connection with the sale of insurance and recruiting insurance agents

for NAA® Contracted Life Insurance Companies (solely within or pursuant to NAA®’s contract with

those insurance companies).

a. Request for Leads; GMR™. By agreeing to this Agreement, the Independent Contractor requests

NAA® to supply it with leads at the rate assigned to the applicable commission level at the time

of receipt of such leads and in the geographical area(s) described in any geographical mailing

request (“GMR™”) which shall be a part of this Agreement. Independent Contractor may

change the geographic territory for requested leads by completing a new GMR™ request form

and submitting it to NAA® or its Affiliate, as applicable. The other terms of this Agreement shall

not be modified by the submission of a new GMR™.

b. Diligent Use of Leads. Independent Contractor agrees to best efforts to work and solicit the

number of leads requested on a weekly basis and to ensure that any leads provided to the

Independent Contractor or Independent Contractor down-line agents are diligently and legally

solicited.

c. Limited Use of Leads. Independent Contractor agrees and understands that all leads provided to

it or to its down-line agents must only be used (i) to sell insurance or products authorized by

NAA® through NAA® or NAA® Contracted Life Insurance Companies or (ii) to recruit insurance

agents to sell insurance or products through NAA® Contracted Life Insurance Companies (solely

within or pursuant to NAA®’s contract with those insurance companies). Independent

Contractor further agrees and understands that if it uses leads from the Lead Program to sell

insurance or products or recruit agents for any other insurance company, insurance agency, or

other person entity or entity, then NAA® may demand or require the termination of the

Independent Contractor’s contract with the Contracted Insurance Company and may terminate

this Agreement. NAA® may further recover all commissions earned on such sales.

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d. NAA® to Supply Leads. NAA®, by itself or through its Affiliates or contractors, agrees to use

commercially reasonable efforts to make available to Independent Contractor leads on a weekly

basis so long as such leads are available and Independent Contractor is in compliance with the

terms of this Agreement.

e. Payment for Leads; Default. Independent Contractor agrees to pay for each lead received by it

(exclusive of any free leads that may be provided by NAA® from time to time), including any

associated charges assessed by NAA® or its Affiliates from time to time relating to the Lead

Program, as detailed in an invoice, on the scheduled date and via the payment method

authorized by the Independent Contractor. In the event of default on my obligation to pay

NAA® or its Affiliate, Independent Contractor shall be responsible for and promptly pay (i)

interest on the amount owed at the rate of 1 and ½ percent (1.5%) per month or the highest

legally permitted rate, whichever is lower; and (ii) NAA®’s costs of collecting such debt, including

without limitation, reasonable attorneys’ fees.

f. Guarantee of Down-line Agents Debts to NAA® and its Affiliates. Independent Contractor agrees

to pay all override charges for leads received by Independent Contractor’s down-line agent’s

share of any lead costs should that agent fail to pay for such lead costs. Independent Contractor

agrees to guarantee payment and performance of its down-line agents Agent Agreements with

NAA® and obligations of payment to NAA® or its Affiliates, including without limitation, lead

costs, interest, attorneys’ fees and collection costs. This is a guarantee of payment and not of

collection. Thus, NAA® is not required to pursue any remedy form any other person before

seeking payment from Independent Contractor under this agreement. Independent Contractor

will remain obligated to pay on this guarantee even if the down-line agent’s obligations are

discharged in bankruptcy. Independent Contractor agrees that NAA® may modify the

obligations of the down-line agents without any notice to me and such modifications shall not

affect Independent Contractor’s obligations under this guarantee.

g. Withdrawal from Lead Program. Independent Contractor may withdraw from the Lead

Program with thirty (30) days prior written notice to NAA®, with or without cause. During the

thirty-day period, Independent Contractor agrees that it will be responsible for the cost of leads

distributed to it, for its share of the cost of leads distributed to its down-line agents, and for any

uncollectible lead charges accumulated by its down-line agents. Independent Contractor

understands that Independent Contractor will continue to be charged for leads issued to it and

its down-lines during this thirty day period. A withdrawal from the Lead Program shall not

constitute a termination of this Agreement.

h. Termination by NAA®. NAA® may terminate or suspend Independent Contractor’s participation

in the Lead Program upon written notice by NAA®, with or without cause. Independent

Contractor further understands and agrees that it is not entitled to participate in the Lead

Program if any of the Independent Contractor’s contracts with any NAA® Contracted Insurance

Company is terminated, if its license to sell insurance is suspended or revoked, or it it defaults

on any its obligations in this Agreement. Independent Contractor understands that it is

obligated to pay for all leads billed or received prior to and for a period of not more than thirty

(30) days following the termination of Independent Contractor’s participation in the Lead

Program.

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