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Exhibit
99.2
AMENDED AND RESTATED
MASSACHUSETTS
PERSONAL AUTOMOBILE GROUP MARKETING AGREEMENT
This Agreement ("Agreement") is by and among The
Commerce Insurance Company, Citation Insurance Company, 211 Main
Street, Webster, Massachusetts (hereinafter referred to
collectively as "Commerce"), AAA Southern New England, 110 Royal
Little Drive, Providence, Rhode Island 02904 ("AAA SNE") and AAA
Insurance Agency, Inc., a Massachusetts corporation, c/o 110 Royal
Little Drive, Providence, Rhode Island 02904 (the
"Agency").
RECITALS
WHEREAS, Commerce currently is
the exclusive insurance company to offer and underwrite a group
marketing program whereby private passenger automobile insurance is
offered to eligible AAA SNE members in the Operating Territory of
AAA SNE.
WHEREAS, AAA SNE previously has
granted Commerce the exclusive right to use the AAA Emblem in AAA
SNE’s Operating Territory in connection with the group
marketing program and Commerce has served as the exclusive
underwriter of such group marketing program.
WHEREAS, Commerce, the Agency
and AAA SNE desire to enter into respective longer-term agreements
for such purposes.
WHEREAS, as of the effective
date of this Agreement, the parties agree to amend and restate
herein the respective rights, duties, and obligations of the
parties pursuant to the Massachusetts Personal Automobile Group
Marketing Agreement dated June 9, 1995.
NOW THEREFORE, IN
CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, IT IS
AGREED AS FOLLOWS:
ARTICLE I -
DEFINITIONS
For purposes of this Agreement, the following
terms shall have the meanings indicated.
"AAA Emblem" shall mean the "Emblem" as such term
is defined in the Regulations Governing the Use of the Emblem and
Other Trademarks of the American Automobile Association, Inc.
adopted July 8, 1992, as the same may be amended from time to
time.
"AAA Group Marketing Program" shall mean a group
marketing plan whereby private passenger automobile insurance is
offered to eligible AAA SNE members in AAA SNE’s Operating
Territory.
1
"Agent" shall mean any independent agent,
insurance producer, or broker who has entered into an agreement
with Commerce to solicit or produce applications for private
passenger automobile insurance on behalf of Commerce and shall also
mean any independent agent, insurance producer, or broker assigned
by a residual market mechanism, including without limitation,
Commonwealth Automobile Reinsurers or its successor entity, to
represent Commerce in connection with the sale of private passenger
automobile insurance.
"Operating Territory" shall mean the current and
future territorial jurisdiction in the Commonwealth of
Massachusetts in which AAA SNE or any parent, subsidiary, or
affiliate of AAA SNE, or a successor of any of them, does business
or is licensed, as set forth in AAA SNE’s Certificate of
Membership issued by the American Automobile Association,
Inc.
"Participating Agent" shall mean any Agent within
the Operating Territory who has entered into a participation
agreement with the Agency to place business in the AAA Group
Marketing Program.
ARTICLE II - EXCLUSIVE UNDERWRITER OF
GROUP MARKETING PROGRAM
AAA SNE and the Agency shall promote Commerce as,
and Commerce shall be, the exclusive underwriter of the AAA Group
Marketing Program in the Operating Territory for a period of twenty
(20) years commencing on January 1, 2007 and concluding on December
31, 2026 (the "Initial Term"). This exclusive underwriting
agreement shall be automatically extended beyond the Initial Term
for an extended term of five (5) additional years commencing on
January 1, 2027 and concluding on December 31, 2031 (the "First
Extended Term"), unless AAA SNE or the Agency, on the one hand, or
Commerce, on the other hand, advises the other in writing during
the period commencing on January 1, 2021 and concluding on December
31, 2021 of its desire not to extend this exclusive underwriting
agreement for such First Extended Term. The term of this exclusive
underwriting agreement shall subsequently be extended on a
"rolling" basis for successive five (5) year periods (each a
"Subsequent Extended Term"), whereby this exclusive underwriting
agreement shall be extended for five (5) years, unless AAA SNE or
the Agency, on the one hand, or Commerce, on the other hand,
advises the other in writing commencing in 2026 and thereafter
during the fifth year of any such Subsequent Extended Term of its
desire not to extend this exclusive underwriting agreement for an
additional Subsequent Extended Term (in which event the term of
this Agreement will expire four (4) years after the conclusion of
the Subsequent Extended Term). Throughout the term of this
Agreement, AAA SNE and the Agency shall not offer or permit any
other entity, including without limitation any parent, subsidiary,
or affiliate of AAA SNE or the Agency, or any successor of any of
them, to offer a AAA Group Marketing Program in the Operating
Territory.
2
Throughout the term of this Agreement, AAA SNE
and the Agency shall actively promote the AAA Group Marketing
Program to eligible and prospective members of the AAA Group
Marketing Program.
AAA SNE and the Agency understand, acknowledge,
and agree that Commerce shall be permitted to underwrite private
passenger group marketing programs for other AAA clubs in the
Operating Territory or otherwise, on such terms and conditions as
may be determined by Commerce in its sole discretion.
ARTICLE III - RIGHT TO USE AAA
EMBLEM
During the term of this Agreement, AAA SNE grants
Commerce the exclusive right to use and display the AAA Emblem in
the Operating Territory for purposes of automobile insurance sales,
marketing, advertising, underwriting, processing, claim adjustment,
and any other related purpose. Commerce is authorized to use and
display the AAA Emblem on insurance policy forms, endorsements,
declarations pages, invoices, envelopes, letterhead, instruction
manuals, advertising and promotional materials, and any other
written or electronic materials ("Materials") as long as Commerce
clearly identifies itself as the source of the Materials displaying
the AAA Emblem. AAA SNE warrants and represents that it is
authorized to grant permission to Commerce to use the AAA Emblem in
this manner. Except as provided herein, AAA SNE shall not grant the
right to any other person or entity, including without limitation,
any parent, subsidiary, or affiliate of AAA SNE or the Agency, or
any successor of any of them, to use the AAA Emblem in the
Operating Territory during the term of this Agreement, for purposes
of automobile insurance sales, marketing, advertising,
underwriting, processing, claim adjustment, or any related
purposes.
The AAA Emblem is the property of the American
Automobile Association, Inc. and, upon expiration or termination of
this Agreement, Commerce agrees to discontinue immediately the use
of the AAA Emblem in any manner whatsoever. During the term of this
Agreement, Commerce shall use the AAA Emblem only in conformance
with the rules and regulations with respect to the use of the AAA
Emblem promulgated by the American Automobile Association, Inc.
from time to time. It is expressly agreed that the American
Automobile Association, Inc. retains full ownership of the AAA
Emblem and registration thereof. This paragraph survives any
termination or expiration of this Agreement.
For purposes of this Article III, "Prohibited
Conduct" shall mean any conduct by Commerce as a corporate entity
that AAA SNE reasonably determines, based on the facts known to it
at the time and notwithstanding any later judicial or regulatory
decision to the contrary, is unlawful or criminal. If AAA SNE
reasonably determines that on account of the Prohibited Conduct,
Commerce’s continued use of the AAA Emblem or any related
logos, trademarks, or Materials jeopardizes the favorable standing,
reputation, or relationship of AAA SNE or any of its parents,
subsidiaries or affiliates with its or their government regulators,
members or customers, AAA SNE shall notify Commerce in writing, and
Commerce shall cure the Prohibited Conduct within seven (7)
business days of receipt of such notice (the "Cure Period").
Commerce’s failure to cure the Prohibited Conduct to AAA
SNE’s reasonable satisfaction within the Cure Period shall
entitle AAA SNE to suspend, until the Prohibited Conduct is cured
to AAA SNE’s reasonable satisfaction, Commerce’s right
to use the AAA Emblem or any related logos, trademarks or
Materials. AAA SNE shall reinstate Commerce’s rights to use
the AAA Emblem or any related logos, trademarks or Materials
promptly after Commerce has cured the Prohibited
Conduct.
3
Commerce agrees to obtain AAA SNE’s
specific written approval prior to Commerce’s first and novel
intended use and display of the AAA Emblem or any related logo or
trademark. AAA SNE shall be deemed to have granted such approval
unless AAA SNE sends a written notice of nonapproval to Commerce
within thirty (30) days of AAA SNE’s receipt of a written
notice from Commerce seeking such approval. AAA SNE shall not
unreasonably withhold approval of any use or display by Commerce of
the AAA Emblem or any related logo or trademark.
ARTICLE IV -
MARKETING
Commerce shall, in its sole discretion, determine
which Agents (other than the Agency) shall be eligible to serve as
Participating Agents in the AAA Group Marketing Program. Agents
selected to participate in the servicing of the AAA Group
Market
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