Edgar L. and Joan H. Parker - Page 5




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               E (7) Above – Four equal semi-annual installments.                     
                         *  *  *  *  *  *  *                                          
               The District Manager agrees to transfer and assign all                 
               of his/her interest under the District Manager                         
               Appointment Agreement and his/her agency to the nominee                
               acceptable to the Companies, or to the Companies                       
               themselves in the event they elect to pay the “Contract                
               Value” as hereinabove provided, and further agrees that                
               for a period of three years from date of said                          
               cancellation * * * he/she will neither directly nor                    
               indirectly in any manner solicit, accept or service,                   
               for or on behalf of himself/herself or any insurer or                  
               broker, the insurance business of any policyholder of                  
               any of the Companies within the County or Counties in                  
               which the district is located and all Counties                         
               immediately adjoining.                                                 
          The agreement also obligates petitioner to surrender to the                 
          companies on cancellation of the agreement all records and other            
          materials having to do in any manner with the business of the               
          companies.  It states petitioner’s agreement that all lists and             
          records pertaining to policyholders are the property of the                 
          companies and that petitioner has no interest, assignable or                
          otherwise, in the “Agency” created by the agreement, except as              
          provided in paragraph E of the agreement (quoted in part above).            
          It further states that, in the event of cancellation, petitioner            
          will not interfere with the agency contracts of the agents or               
          district managers of the companies.                                         
               No provision of the agreement provides for any change in               
          “Contract Value”, once determined, on account of any subsequent             







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Last modified: May 25, 2011