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UNITED STATES S DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

SYED ALI RAZA, an individual

and MED GAP, LLC, a Florida

limited liability,

Plaintiffs,

v. Case No. ________________________

FIRST ENROLL, LLC, a New

Jersey limited liability company,

Defendant.

__________________________/

COMPLAINT

Syed Ali Raza ("Mr. Raza") and MED GAP, LLC ("MED GAP") hereby bring suit 

against First Enroll, LLC ("First Enroll") for declaratory relief and breach of contract. In 

support of this Complaint, Plaintiffs state as follows:

INTRODUCTION

1. First Enroll is reaping an unjust windfall at the expense of Plaintiffs, 

insurance agents to whom First Enroll owes fully vested renewal commissions. Through 

considerable effort and expense, Plaintiffs sold insurance products and built a substantial 

book of business that generated significant income for both Plaintiffs and First Enroll, 

including substantial income from renewals of the insurance products sold by Plaintiffs. 

This was not enough for First Enroll.

2. Rather than being content with the profits it reaped from the current and 

future business generated through Plaintiffs' efforts, First Enroll determined simply to take 

Plaintiffs' entire book of business, retaining all renewal commissions for itself. Without 

warning or cause, First Enroll unilaterally terminated the parties' agreements and refused to 

9:22-cv-81753-XXXX

Case 9:22-cv-81753-AMC Document 1 Entered on FLSD Docket 11/10/2022 Page 1 of 21
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pay Plaintiffs any renewal commissions earned from Plaintiffs' book of business. In so 

doing, First Enroll breached the parties' contracts.

JURISDICTION AND VENUE

3. This is an action for declaratory relief and breach of contract seeking 

damages in excess of $100,000, exclusive of interests and costs.

4. Jurisdiction in this Court is proper based on diversity pursuant to 28 U.S.C. 

Section 1332. Plaintiffs are citizens of Florida and Plaintiff is a foreign corporation based in 

New Jersey.

5. Venue is proper in this Court pursuant to 28 U.S.C. 1391 in that several of 

the events giving rise to this action occurred in Palm Beach County, Florida, and/or the 

causes of action asserted accrued in Palm Beach County, Florida.

THE PARTIES

6. Mr. Raza is an individual residing in Palm Beach County, Florida.

7. MED GAP is a Florida corporation with its principal place of business in 

Palm Beach County, Florida.|

8. First Enroll is a New Jersey limited liability company with its principal place 

of business in Neptune, Monmouth County, New Jersey, that carries on substantial business 

in Florida through principals, employees, and/or agents, including through First Enroll's 

Agent Relations Manager, Daniel Gootner, who resides in Florida.

GENERAL FACTUAL ALLEGATIONS

9. In or about April 20, 2021, Plaintiffs entered into contracts with First Enroll to 

sell certain insurance products in exchange for commissions from First Enroll. A copy of the 

contract between Plaintiffs and Defendant First Enroll is attached hereto as “Exhibit A.”

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First Enroll possesses certain additional contracts between itself and Plaintiffs, of which 

Plaintiffs do not have copies.

10. In addition to initial commission payments, First Enroll's contract with Mr. 

Raza requires that First Enroll pay to Mr. Raza commissions on the renewals of the 

insurance products he sold.

11. As relevant here, the contract between Mr. Raza and First Enroll includes 

provisions which pertain to rate of compensation, payment of commissions, vesting of 

renewal commissions, payment of commissions earned after termination, and bases for 

termination.

12. First Enroll drafted the contract at issue here which was represented by First 

Enroll to be identical to the agreement entered into by and between First Enroll and Jawaad 

Abdulaziz/Slayed Properties, Inc./JA Primary Funding Group (“Referrers”). 

13. However, the contract provided to Plaintiffs was in fact different with regard 

to the payment terms after termination from the contract which bound First Enroll to 

Referrers, and these differences were not ascertainable until after Plaintiffs bound themselves 

online to the terms thereof. The contract authored by Defendant is therefore one of adhesion, 

and is based upon misrepresentations.

14. Further, during the parties' relationships, Plaintiffs had access to certain 

analytical tools available through First Enroll's website, which allowed Plaintiffs to verify 

sales data and the amount of initial and renewal commissions owed to them by First Enroll.

15. On or about October 20, 2021, First Enroll unilaterally terminated its contract 

with Plaintiffs without cause. In particular, First Enroll's termination letter included conditions 

under which Plaintiffs were entitled to receive future commissions.

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16. Despite that the contracts provide that Plaintiffs possess interests in renewal 

commissions (See Paragraph G. Compensation), First Enroll has retained all renewal 

commissions, refusing to pay any of those renewal commissions to Plaintiffs.

17. In addition, First Enroll terminated Plaintiffs' access to the analytical tools 

previously available to them to verify the commissions First Enroll was obligated to pay 

Plaintiffs.

18. All conditions precedent with respect to the bringing of this action have been 

performed, waived, or excused, so that there are no unperformed conditions precedent 

precluding this action.

19. Further, upon information and belief, discovery will reveal that First Enroll its 

principals, Isaac Cohen and/or Daniel Gootner, have committed tortious acts for which they 

are personally liable. Consequently, Plaintiffs reserve the right to amend their Complaint to 

assert claims against Isaac Cohen and/or Daniel Gootner as those facts are discovered.

COUNTS

COUNT I: DECLARATORY JUDGMENT

20. Plaintiffs incorporate by reference paragraphs I through 19 as if fully set 

forth herein.

21. Plaintiffs believe that they are entitled to receive commissions for renewals 

that have taken place and that will continue to take place following First Enroll's termination 

of the parties' contracts.

22. Further, to the extent the contracts can be interpreted as allowing First Enroll, 

following a termination, to retain renewal commissions in which Plaintiffs have an interest, 

the contracts are ambiguous and should be interpreted in favor of Plaintiffs and against First 

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Enroll. Indeed, any other interpretation would result in an unfair windfall to defendants and a 

forfeiture to Plaintiffs. As explained above, First Enroll drafted the contracts at issue.

23. First Enroll asserts that Plaintiffs are not entitled to any renewal commissions 

following First Enroll's unilateral termination of the contract.

24. Based on the above disputes, Plaintiffs are in doubt as to their rights to 

commissions arising from renewals that have taken place and that will continue to take place 

following First Enroll's termination of the parties' relationships. Plaintiffs are therefore in need 

of a judicial interpretation of the contracts.

COUNT II: BREACH OF CONTRACT

25. Plaintiffs incorporate by reference paragraphs 1 through 19 as if fully set 

forth herein.

26. The contract among Plaintiffs and First Enroll are valid, binding agreements, 

requiring First Enroll to pay to Plaintiffs renewal commissions, unless the parties' 

relationships were terminated.

27. Alternatively, the contract is ambiguous as it concerns Plaintiffs' rights to 

renewal commissions following termination, and, as a result, the contract should be 

interpreted in favor of Plaintiffs and against First Enroll, which drafted the contract.

28. Plaintiffs fully performed their obligations under the contract by, among other 

things, marketing and selling insurance products.

29. First Enroll has refused to pay renewal commissions following its termination 

of the parties' relationships, and First Enroll has therefore breached the contract.

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30. As a result of First Enroll' s breach, Plaintiffs have suffered and will continue 

to suffer damages, including compensatory, consequential, and special damages.

COUNT III: BREACH OF THE DUTY OF GOOD FAITH AND FAIR DEALING

31. Plaintiffs incorporate by reference paragraphs 1 through 19 as if fully set 

forth herein.

32. As set forth above, First Enroll breached its contract with Plaintiffs by, among 

other things, refusing to pay to Plaintiff renewal commissions to which they are entitled.

33. To the extent that the contracts can be construed to provide First Enroll any 

discretion in the termination without cause of the parties' contracts, or in the timing and 

amount of the commission payments owed to Plaintiffs, First Enroll exercised that discretion 

in bad faith and in a manner that frustrated Plaintiffs' reasonable expectations under the 

contract. As explained above, First Enroll, without warning or cause, terminated the parties' 

contract and withheld amounts owed to Plaintiffs, and terminated Plaintiffs' access to 

information that was used to verify the amounts owed to them by First Enroll.

34. As a result of First Enroll's breaches of their duty of good faith and fair dealing, 

Plaintiff has been damaged through First Enroll's refusal to comply with its obligations.

WHEREFORE, Plaintiffs request the following relief:

a. A judicial declaration that Plaintiffs are entitled to receive renewal 

commissions pursuant to the parties' contracts;

b. Damages in an amount to be determined, including, but not limited to, 

compensatory, consequential, and special damages, and prejudgment interest; and

c. Such other and further relief as this Court deems just and proper.

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DEMAND FOR JURY TRIAL

35. Plaintiffs demands a trial by jury for all claims triable as of right.

S I S K I N D L E G A L, P L L C

Attorneys & Consultants

_______/s/ Jeffrey M. Siskind_______

Jeffrey M. Siskind, Esq. FBN 138746

3465 Santa Barbara Drive Wellington, Florida 33414

TELEPHONE (561) 791-9565

FACSIMILE (561) 791-9581

Email: jeffsiskind@msn.com

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EXHIBIT A

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First Enroll Producer Agreement

#11647556.11(153811.005)

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Producer Agreement

This Appointment and Agreement (the “Agreement”) is made by and between First Enroll, 

LLC a New Jersey limited liability company, with an address of 3600 Route 66, Suite 150, 

Neptune, NJ 07753 (herein as "FE") and ______________________________ [INDIVIDUAL 

AGENT] (“Individual Producer”) with a home address of 

____________________________________ of ____________________________[AGENCY], 

(“Agency Producer”) with an address of _______________________________________, 

personally, jointly and severally (Individual Producer and Agency Producer herein collectively 

referred to as "Producer"), on this day of ______________ (herein as “Contract Date”).

A. Appointment. FE hereby appoints Producer, as an independent contractor, to solicit, offer 

and sell FE's designated bundle of products and services (the “Products”) as listed on FE’s 

website CRM system at commission rates set forth under “administration123” thereon, as

same may be amended from time to time (the “Schedule of Commission”), including 

applications for life and health insurance Products provided by FE or insurance companies 

(“Insurers”) to purchasers of such Products (each, a “Member” and collectively 

“Members”). Producer hereby accepts the appointment and agrees in consideration of the 

commission(s) hereinafter provided to comply fully with the conditions and terms of this 

Agreement and such other rules and instructions that may be applied or heretofore 

established by FE or an Insurer. Producer shall be free to exercise Producer’s own judgment 

as to the persons solicited and the time and place of such solicitation. Producer shall also be 

responsible for collecting and promptly remitting to FE or the Insurer (or its designated 

administrator) the initial premiums for insurance upon policies issued to Members, and in 

transacting such other business for FE as may be required in connection with the Products.

Producer shall comply with FE’s standard Terms of Use, as amended from time to time (the 

“Terms of Use”).

B. Effective Date. Notwithstanding the Contract Date, this Agreement shall become effective 

on the date that Producer has agreed to the terms and conditions if this Agreement, has 

completed all necessary documentation required by FE, has created an account with FE (the 

“Producer Account”), and has been finally approved and executed by FE (herein as 

“Effective Date”). 

C. Independent Contractor. Producer acknowledges that it is conducting business for 

Producer’s own account as an independent contractor, and not as an employee of FE and 

shall be responsible for payment of all applicable Federal and State taxes (including Social 

Security Taxes, Unemployment Taxes, and Income Taxes) and will abide by all applicable 

Federal, State and Local laws. 

D. Limitation of Authority. Producer agrees and understands that it will not and cannot bind 

FE or any of the Insurers by any promise or agreement to incur any debt, expense or liability 

in its name or account, or to waive or modify any provisions of the Products. Producer shall 

DocuSign Envelope ID: E481E794-9B84-4958-A101-202419222A25

19323 SKYRIDGE CIR BOCA RATON, FL 33433

4/20/2021

MED GAP LLC

Ali Raza

7000 W PALMETTO PARK RD # 105 BOCA RATON, FL 33433

Case 9:22-cv-81753-AMC Document 1 Entered on FLSD Docket 11/10/2022 Page 9 of 21
First Enroll Producer Agreement

#11647556.11(153811.005)

2

not have authority to make, alter, vary, or discharge any agreement with respect to, or extend 

the time payment of, any premiums; or to waive or extend any obligation or condition; or to 

accept premiums other than in current funds; or to incur any liability on behalf of FE or any 

of the Insurers ; or to knowingly deliver in any manner whatsoever any policy of insurance to 

any applicant or insured who is not insurable at the time of delivery; or to receive any money 

due or to become due to FE or an Insurer except under policies or receipts sent to Producer 

for collection, or to violate or contravene the Terms of Use. 

E. Exclusivity. To protect the integrity and reputation of FE, Producer agrees to sell only 

Products offered by FE to Members introduced by or belonging to FE, and Producer agrees 

that it will not sell to Members any products and services (such as riders, additional insurance 

or other service contracts) offered by companies other than FE to Members of FE. Violation 

of this provision will entitle FE to terminate this Agreement immediately. This provision 

shall not prevent Producer from selling any other products or services to persons who are not 

Members of FE. 

F. Contracting of Sub-Producers. Producer may contract with other qualified persons (each, a 

“Sub-Producer”) to solicit business on behalf of the FE and the Insurers by executing a SubProducer Agreement furnished by FE for such purpose and forwarding such agreements to 

FE for its approval, which approval may be granted or withheld in FE’s sole discretion. No 

such contract shall be effective until such sub-Producer is properly licensed by the 

appropriate jurisdictional authority(ies). Producer shall be responsible for the recruitment, 

training and supervision of its Sub-Producers. Producer shall be wholly and directly 

responsible to FE and any Insurer for any commission or premium refunds, chargebacks, 

reversals and similar amounts payable by the Sub-Producer, and shall indemnify, defend and 

hold harmless FE or any Insurer from any claims, actions, losses or damages caused by the 

Sub-Producer as if caused by the actions or inactions of Producer. Producer may terminate 

one or more of its Sub-Producers’ appointments by immediately forwarding to FE all 

notice(s) of termination. Producer shall be obligated to terminate promptly the appointment 

of any Sub-Producer when requested to do so by FE or an Insurer. 

G. Compensation.

a. Producer agrees that the first year and renewal commission(s) set forth in the 

Schedule of Commission or otherwise payable under this Agreement shall be 

accepted as full and total compensation for Producer’s services and for all right, title 

and interest in the Member business placed by Producer hereunder. 

b. Producer is wholly responsible for ensuring that payment details are up to date in its

Producer Account and in the official FE records, including postal and email 

addresses, name, payment information, or any other personal information that will 

impact the ability to make payments to Producer. FE is not responsible for lost/stolen 

payments. Failure to provide current information may result in forfeiture of any 

payments due to Producer. Payments that are left unclaimed or are returned for 

invalid or insufficient address information or for other reasons may be forfeited, as 

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First Enroll Producer Agreement

#11647556.11(153811.005)

3

well. It shall be the Producer's responsibility to review and audit all compensation 

payments. Producer is required to notify FE of any errors or inaccuracies as soon as 

reasonably possible, but no later than seven (7) calendar days after payment is made

by FE. It is agreed that after 7 calendar days, all payments are irrevocably final and

become full and complete satisfaction of payment and shall not be eligible for 

Producer to contest.

c. Producer agrees that this Agreement is executed subject to the right of FE and the 

Insurers to revise the Schedule of Commission at any time or to discontinue any plan 

of insurance or annuity or other Product; provided, however, that any such changes to 

the Schedule of Commission shall apply only to new business written subsequent to 

the date of change.

H. Assignment. No assignment, transfer or disposal of any interest that Producer may have in 

the appointment under this Agreement, commissions arising hereunder or business secured 

by Producer hereunder shall be made without the written consent of FE, which consent may 

be granted or withheld in FE’s sole and absolute discretion. Any attempted or purported 

assignment, transfer or disposal made without the consent of FE shall be void and shall be a 

violation of this Agreement entitling FE to the immediate termination hereof.

I. Fiduciary Responsibility, Non-interference with Member Relationships. Producer will be 

responsible as a fiduciary to FE and the Insurer for all monies, premiums, policies and other 

documents entrusted to it , and Producer agrees to return such materials to FE or the Insurer 

upon demand, and all policies or renewal receipts sent to Producer on which premiums have 

not been paid; and all monies collected by Producer under the terms of this Agreement shall 

constitute documents and funds held in trust, separate and distinct from Producer’s other 

funds and not subject in any manner whatsoever to personal or other use by Producer , and 

such monies shall be immediately remitted to FE or the Insurer. Producer agrees not to 

withhold any funds or property of FE or the Insurer and further agrees not to rebate or offer 

to rebate all or any part of the premium on a policy of insurance (unless expressly permitted 

by state statutes, FE and the Insurer) issued or to be issued by the Insurer. Producer agrees 

not to induce or endeavor to induce any Member to discontinue the payment of premiums or 

to relinquish any policy issued by an Insurer, and further agrees not to induce or endeavor to 

induce any other person conducting business with FE or an Insurer to leave the employment 

or service thereof. Producer further agrees not to violate any insurance law of the federal, 

state or local government. Any violation of any of the foregoing covenants and agreements, 

at any time, the same shall immediately operate as a breach of this Agreement and Producer 

shall forfeit any and all commissions, fees or other benefits of this Agreement that might 

have been payable otherwise.

J. Territory. Producer is authorized to operate under the terms of this Agreement only in the 

territory designated by FE on Schedule A attached hereto (the “Non-Exclusive Territory”), 

which Non-Exclusive Territory is not exclusively assigned to Producer. It is further agreed 

that FE or Company may retire from the Non-Exclusive Territory or any other territory, and 

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First Enroll Producer Agreement

#11647556.11(153811.005)

4

may, at its discretion, discontinue or withdraw any Products or forms of policies from the 

Producer in the Non-Exclusive Territory or any other territory without prejudice to the right 

of FE or any Insurer to continue said forms in the Non-Exclusive Territory or in any other 

territory.

K. Indemnification. Producer and its principals shall indemnify, defend and hold FE and the 

Insurers , their employees, agents, officers and assigns harmless from any and all expenses, 

costs, attorney's fees, causes of action, regulatory violations, and damages resulting in whole 

or in part, from any unauthorized, illegal or wrongful act personally committed by Producer 

or from any unauthorized, illegal or wrongful act of a Sub-Producer which was recruited by 

or assigned to Producer, or arising from any violation of this Agreement or the Sub-Producer 

Agreement.

L. Correspondence and Reports. Producer agrees to remit any and all reports and to send all 

applications and correspondence relating to the Members and Products to the office of FE 

unless otherwise instructed in writing by FE. Producer and its affiliates also agree to accept 

by facsimile, electronic mail and/or any other method of communication at any number or 

address currently on file and any number or address subsequently obtained by FE from 

Producer all correspondence, including materials containing commercial advertisements, 

from FE and any of its affiliates.

M. Override Allowance. The override allowance on first year and renewal commissions of 

Producer on business personally produced or produced by Sub-Producers appointed by or 

assigned to Producer will be the difference between the first-year commission or renewal 

commission payable to the Producer and that payable to a Sub-Producer.

N. Premium Refund, Chargebacks, Returns, Reversals, etc. Should FE or an Insurer find it 

necessary to return the premium or any portion thereof on a policy for any reason, at their 

discretion, Producer agrees to return to FE or the Insurer, on demand, any and all 

commissions received on said premium and further agrees not to withhold any funds, policies 

or receipts belonging to the Insurer or due to a person whose application for insurance has 

been declined. No compensation shall be payable on any Products not accepted by the 

applicant or Member or on any Product sales, membership or participation declined by FE. 

Notwithstanding any provision herein, no commission payments shall be payable in respect 

of any Product sales in which, regardless of the amount of time that has passed (i) a Member

returns or cancels the Product; (ii) a bank, credit union, credit card company, PayPal, or 

payment system reverses a Member’s charges in respect of a sale; or (iii) FE reverses the sale 

of a Product at its sole discretion, including, but not limited to instances in which FE 

suspects, or has reason to suspect the use of false information, fake or stolen credit cards, or 

where FE suspects or has reason to suspect that sales were made in violation of FE’s standard 

Terms of Use or in violation of this Agreement (any of the foregoing being a "Reversal"). In 

the event FE has already made payments to Producer in respect of any Reversal, FE will, at 

its election, offset an amount equal to such payments from future payments to Producer, or 

require that Producer repay FE an amount equal to the payments made to Producer in respect 

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First Enroll Producer Agreement

#11647556.11(153811.005)

5

of such Reversals. Producer agrees to repay such amount within five (5) business days of 

FE's demand. FE may offset any indebtedness by Producer against commission or any form 

of compensation. Interest on any unpaid balance shall be 1% per month. Collection fees on 

unpaid debits to FE shall be charged to Producer, and all collection costs shall be borne by 

Producer. Producer shall be wholly and directly liable to FE and any Insurer for Reversals, 

costs and fees owed by its Sub-Producers. Should the rate of monthly Reversals divided 

monthly charges as determined by FE in its own discretion from time to time (the 

“Chargeback Rate”) exceeds one percent (1%), FE shall have the right to withhold ten 

percent (10%) of the Producer’s Account as a reserve fund (the “Reserve Fund”) and to 

withhold the Reserve Fund until such time as the Chargeback Rate has been below one 

percent (1%) for a period of three (3) consecutive months, at which time the Reserve Fund 

shall be released. Should the Chargeback Rate remain above one percent (1%) for three (3) 

consecutive months, Producer shall forfeit the Reserve Fund and shall be entitled to no 

payment thereon, as compensation to FE as liquidated damages for FE’s managerial services 

and losses in connection with Producer’s Reverses and not as a penalty. Should the 

Chargeback Rate at any time exceed one and six tenths percent (1.6%) and is not reduced to 

less than one percent (1%) within thirty (30) days, FE may terminate this Agreement 

immediately and Producer shall forfeit all commissions, including all sums in the Producer 

Account and the Reserve Fund, if any.

O. Payment of Commissions after Termination of Agreement. If this Agreement is 

terminated for any reason by FE or Producer, either with cause or without cause, all 

commission payments to Producer will cease to be paid upon the effective date of the 

termination and any unpaid or future commissions will be deemed forfeited by Producer to 

FE as liquidated damages for FE’s loss of anticipated profits due to such termination and not 

as a penalty.

P. Death of Producer. Where Producer is an natural person, on the death of Producer this 

Agreement will be immediately terminated and there will be no further payment of 

commission unless, within sixty (60) days of the date of death, the personal representative of 

Producer designates a replacement producer who is fully licensed, acceptable to FE, who 

joins in this Agreement, and will service the Members on an ongoing basis (the “Successor 

Producer”). All commission payments to Producer will cease to be paid upon the effective 

date of death and, unless a Successor Producer is appointed within such time period, any 

unpaid commissions or future commissions will be deemed forfeited by Producer to FE. 

Q. Offset for Indebtedness. FE or the Insurer shall have the right to deduct from commissions 

payable to Producer hereunder any indebtedness due at any time from Producer to FE or the 

Insurer. It is expressly understood and agreed that any such indebtedness represents a 

personal obligation, and recovery of such indebtedness shall not be limited to commissions 

earned by Producer. Unless inconsistent with state law, FE or the Insurer may deduct all 

renewal licensing fees, appointment fees or similar fees and charges advanced by FE for 

Producer’s benefit from the Producer Account as they become due unless Producer has 

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First Enroll Producer Agreement

#11647556.11(153811.005)

6

requested in writing that the payment for the fee be handled in another manner.

R. Advertising. FE or the Insurers may, in their discretion, furnish Producer with supplies of 

sales aids. Producer shall have no power or authority to, and hereby agrees not to, modify 

any such sales aids, or issue or circulate any advertising material, including web site or 

internet, circular or pamphlet relating to FE or any Insurer or to any Products unless FE has 

given prior written approval to the modification or use such material. Producer shall comply 

with all current and subsequently passed federal and state laws regarding the dissemination 

of advertising, including, but not limited to, laws and regulations regarding facsimiles, 

telephones and electronic mail.

S. Competitive Endeavors. Producer hereby agrees for the duration of Agreement and for a 

period of twenty-four (24) months after the termination of this Agreement for any reason 

thereafter, Producer shall not directly or indirectly contract with or solicit any FE contracted 

employees, Producers, Insurers or Members in any manner whatsoever to cease performing 

services for such entity, or to perform services for Producer or any affiliated person or entity. 

In addition, for the duration of this Agreement, and for a period of twenty-four (24) months 

after the termination of this Agreement for any reason, and at any location, Producer shall not 

directly or indirectly engage in, become a partner or investor in or otherwise own, establish 

or operate any entity engaged in the selling of products substantially similar to the Products 

or operating in a manner substantially similar to that of FE. Producer also agrees to treat as 

strictly confidential all information, client lists, business plans, financial information and 

other information and materials of FE, including the terms of this Agreement, and not to 

disclose same unless compelled to do so by law. Producer represents that it has skills 

adequate to allow it to operate and earn a living while maintaining strict compliance with the 

foregoing agreements. In the event that a court of competent jurisdiction shall determine that 

the foregoing agreements are excessive as a matter of law, such court shall have the ability to 

modify or limit the agreements to make them enforceable to the maximum degree of 

allowable protection of FE. In the event that Producer shall have violated or appear to have 

violated the terms of these agreements, FE shall be entitled to seek injunction or other 

equitable relief at the cost and expense of Producer, and the time period during which these 

agreements apply shall be tolled for the duration of such enforcement. 

T. Producer Regulatory Compliance. Producer shall be at all times familiar with and 

responsible for maintaining its business practices within proper compliance limits:

a. In the conduct of Producer's business and in the performance of its obligations under 

this Agreement, Producer shall comply with all applicable statutes ordinances, rules 

and regulations of any and all federal, state, and municipal regulatory authorities and 

expressly the privacy and security requirements of the Gramm-Leach-Bliley Act ,the 

Health Insurance Portability and Accountability Act, the Fair Credit Reporting Act, 

and all other applicable federal and state laws and regulations respecting the privacy 

and security of customer/consumer personal information to the extent applicable.

b. Compliance with FTC Advertising Rules. Without limitation of any provision 

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7

hereunder, FE intends to treat its clients and customers fairly and comply fully with 

all Federal Trade Commission's regulations related to advertising. As such, Producer 

is required to comply with these regulations. This includes, but is not limited to, 

Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of 

Endorsements and Testimonials in Advertising, which requires, among other criteria, 

that material connections between advertisers and endorsers be disclosed. This means 

that directories, review/rating sites, blogs and other websites, email or collateral that 

purport to provide an endorsement or assessment of an advertiser must prominently 

disclose financial or in-kind compensation as provided from the advertiser. Producer 

is advised to seek and obtain legal advice on how these rules apply to Producer or 

other promotional activities for which Producer receives compensation. FE reserves 

the right to withhold Payments and/or cancel the Producer Account for failure to 

comply with the mentioned guide or other FTC regulations.

c. Email Marketing. The CAN-SPAM Act establishes national standards for commercial 

email. Referrals must comply with the regulatory standards of the CAN-SPAM Act, 

including, without limitation: (1) emails must contain a visible and operable 

unsubscribe mechanism which must be functional for at least 30 days after the email 

is sent; (2) consumer opt-out requests must be honored within 10 days; (3) emails 

must contain an accurate from line including friendly forms; (4) emails must contain 

a non-deceptive, relevant subject line relative to the offer in the email body; (5) 

emails must contain a legitimate physical address of the publisher and/or the 

advertiser; (6) emails cannot be sent through an open relay or to a harvested email 

address, and (7) the sale or transfer of an email address after an opt-out request is 

prohibited.

d. Telemarketing. Referrals utilizing outbound telephone calls for marketing purposes 

must comply with the Telephone Consumer Protection Act and the Truth in Caller ID 

Act, including, without limitation: (1) referral must obtain the consumer's consent in 

order to conduct outbound telemarketing and (2) referral must not participate in caller 

ID spoofing.

e. Privacy. Pursuant to the provisions of the Health Insurance Portability and 

Accountability Act of 1996 (“HIPAA”), Producer and Sub-Producer shall abide by 

the terms of a business associate agreement as follows:

Business Associate - Confidentiality of Protected Health Information (“PHI”) and NonPublic Personal Information (“NPI”). Producer shall protect the privacy of PHI and NPI, 

as defined below.

1) Definitions.

a. "Covered Entity" means the insurer(s) for whom FE manages coverage.

b. "Disclose” or “Disclosure”: means the release, transfer, provision of access to, or 

divulging in any other manner of information outside the entity holding the 

information.

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c. "Individual" shall have the same meaning as in 45 C.F.R. 164.501 and shall include 

a person who qualifies as a personal representative in accordance with 45 C.R.F. 

164.502(g).

d. "Individually identifiable health information" is health information, including 

demographic information, collected from an individual, that:

i. Is created or received by a health care provider, health plan, 

employer, or health care clearinghouse;

ii. Relates to the past, present, or future physical or mental health 

or condition of an individual; the provision of health care to an 

individual; or the past, present, or future payment for the 

provision of health care to an individual; and

iii. Either identifies the individual or with respect to which there is 

a reasonable basis to believe the information can be used to 

identify the individual.

e. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable 

Health Information at 45 C.F.R. Part 160 and part 164, Subparts A and E.

f. "Protected health Information" ("PHI") shall have the same meaning as used in 45 

C.F.R. 164.501, limited to the information created or received by Producer from or 

on behalf of Covered Entity or FE.

g. "Non-public Personal Information" ("NPI") shall have the same meaning as used in 

15 U.S.C.A. 6809(4).

h. "Required By Law" shall have the same meaning as the term "required by law" in 45 

C.F.R.; 164.501.

i. "Secretary" shall mean the Secretary of the Department of Health and Human 

Services or his designee.

j. "Security Rule" shall mean the Security Standards for the Protection of Electronic 

Protected Health Information at 45 C.F.R. Part 164, Subpart C.

k. Terms used, but not defined, shall have the same meaning as given in the Privacy 

Rule and/or the Security Rule.

2) General Obligations and Activities of Producer. Producer shall not use or disclose 

PHI or NPI other than as permitted or required by this agreement or as required by 

law. Producer may use or disclose PHI or NPI only to the extent minimally necessary 

to perform the specific services or duties for which Producer is retained. Use or 

disclosure by Producer may not violate the Privacy Rule if the same use or disclosure 

would be made by the Covered Entity. Producer may use PHI received or created by 

Producer if necessary, for proper management and administration of Producer's 

business or to carry out Producer's legal responsibilities.

3) Other Obligations. At all times Producer agrees:

a. Not to use or disclose PHI or NPI for any purpose other than to perform the services 

for which Producer has been engaged by FE or as required by law;

b. To use appropriate safeguards to prevent the use or disclosure of PHI or NPI other 

than as provided for by this agreement;

c. To use or disclose only the minimum PHI or NPI necessary in the performance of 

Producer's services;

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d. To mitigate, to the extent practicable, any harmful effect that is known by Producer of 

a use or disclosure of PHI in violation of this agreement;

e. To report to FE any use or disclosure of PHI or NPI not in accordance with this 

agreement of which Producer becomes aware;

f. To ensure that any subcontractor to whom Producer provides PHI or NPI agrees to 

the same restrictions and conditions that apply to Producer;

g. To provide FE access, at its request, to any PHI received, created or obtained by 

Producer in order to allow FE to meet contractual requirements to the Covered 

Entity or as otherwise required by law;

h. To make any amendments to PHI that the Covered Entity or FE directs or agrees to 

at the request of the Covered Entity or individual;

i. To document such disclosures of PHI and related information as would be required 

of Covered Entity in order to respond to an accounting of disclosures to an individual 

under the Privacy Rule;

j. To provide to FE the information necessary in order for FE or the Covered Entity to 

provide an accounting of the PHI in accordance with the Privacy Rule;

k. Not to use or disclose PHI or NPI for any marketing purposes, whether done by 

Producer or any other person or entity; and

l. To make Producer's internal practices, books, and records relating to the use and 

disclosure of PHI available to the Secretary for purposes of the Secretary 

determining Covered Entity's compliance with the Privacy Rule.

4) Safeguards. 

a. Producer will implement administrative, physical and technical safeguards that 

reasonably and appropriately protect the confidentiality, integrity Other Obligations 

and availability of Electronic-PHI that it creates, receives, maintains or transmits on 

behalf of FE or Company.

b. Producers and Subcontractors. Producer will ensure that any Producer, including a 

subcontractor, to whom Producer provides Electronic PHI agrees to implement 

reasonable and appropriate safeguards to protect such information.

c. Security Incidents. Producer will orally report to FE any Security Incident of which it 

becomes aware within 48 hours and will confirm such report in writing, by facsimile, 

within five business days of the Security Incident.

5) Termination of the Producer Agreement. The terms of this paragraph(s) of the 

Producer Agreement shall continue until all of the PHI or NPI provided by FE to 

Producer, or created or received by Producer in performing Producer's services 

under its agreement with FE is destroyed or returned to FE, or, if it is infeasible to 

return or destroy PHI or NPI, protections are extended to such information, in 

accordance with the termination provisions below.

6) Termination. Upon FE's knowledge of a material breach of the terms of this 

agreement, FE may:

a. Terminate the Producer’s agreement with FE and any other agreements between FE 

and Producer if Producer does not cure the breach or end the violation within the 

time specified in a written notice from FE; or

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b. Immediately terminate the Producer’s agreement with FE and any other agreement 

between FE and Producer if cure by Producer is not possible.

7) Obligations upon Termination of the Producer’s Agreement with FE. Upon written 

notice from FE to Producer that FE is terminating the Producer’s agreement with 

FE, Producer shall either destroy or return all PHI or NPI that Producer has 

received from FE or that Producer created in performing its services under the 

Producer’s agreement with FE within 3 business days. Producer shall retain no 

copies of such PHI or NPI. If Producer determines that returning or destroying the 

PHI or NPI provided to Producer by FE is infeasible, Producer shall extend the 

protections of this agreement to, and comply with its obligations under this 

agreement regarding the PHI or NPI and not make any further use or disclosure of 

the PHI or NPI, so long as Producer maintains such PHI or NPI. Producer shall 

provide written notice to FE of the conditions that make return or destruction of the 

PHI or NPI infeasible.

8) Indemnification. Producer agrees to indemnify and hold harmless FE and Covered 

Entity from and against claims, damages, losses, costs and expenses, including but 

not limited to attorney's fees, arising out of or resulting from Producer's or 

Producer's subcontractor's acts or omissions in protecting the privacy of PHI or NPI 

or from Producer's breach of terms of this paragraph(s), or from the acts of anyone 

directly or indirectly employed by them or whose acts in relation to PHI or NPI they 

may be liable.

9) Construction. Any ambiguity in this agreement shall be construed so that the meaning 

is consistent with the requirements of the Privacy Rule and/or the Security Rule.

U. Termination of Agreement. 

a. This Agreement may be terminated: 

i. By either party upon 10-day written notice and mailed to the last 

known address; or

ii. Automatically, if Producer’s license to solicit insurance or annuity 

business, or its permission to do so on behalf of any Insurer expires 

or is terminated; or

iii. Immediately by FE for cause. “Cause” shall mean violation of 

exclusivity as described in Section E above, excessive chargebacks 

as described in Section N above, misappropriation of funds, willful 

fraud, actions or inactions subjecting FE or any Insurer to 

regulatory fines, penalties, suspensions or revocations of licenses, 

violation of any criminal or insurance law or the material breach of 

the terms of this Agreement by Producer; or

iv. In accordance with the other provisions of this Agreement.

b. Upon termination of this Agreement for any reason, Producer shall have no further 

authority to operate on behalf of FE or any Insurer under this Agreement or 

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otherwise, and payment of all commissions to Producer shall stop immediately and 

Producer shall be obligated to immediately repay all sums owed to FE under this 

Agreement or otherwise, including but not limited to FE’s administrative, accounting 

and legal charges connected with the termination of this Agreement and the closure of 

the Producer Account, and FE is specifically authorized to offset or debit the 

Producer Account to the extent of present and future commissions, and Producer shall 

have no further right to any payments under this Agreement, all of which shall be 

deemed forfeited as liquidated damages for FE’s loss of anticipated profits due to 

such termination. 

c. Upon termination, Producer shall have thirty (30) days to remit in cash all monies 

owed to FE under this Agreement or otherwise, and shall return to FE all rate books 

or other supplies that may be the property of FE or an Insurer.

d. Upon termination of this Agreement for loss of license as described above, if 

Producer’s license shall have been renewed or reinstated within fourteen (14) days of 

loss, this Agreement shall be restored and shall be effective as it was prior to such 

termination.

e. Upon termination of FE's agreement with any Insurer or withdrawal by FE from the 

Non-Exclusive Territory, this Agreement shall not terminate but shall continue in 

force and effect with the Insurer substituted as FE thereunder until the Insurer has 

appointed a successor to FE, whereupon such successor shall be substituted as FE 

hereunder. Notice of termination or other communications may be delivered in 

person by telegram, electronic mail, courier services or by mail deposited in the U.S. 

Mail to Producer at its last known address. 

V. Release. To induce FE to enter into this Agreement, Producer represents that it has released, 

and hereby does release, discharge and acquit FE and its directors, shareholders, agents and 

employees (collectively, “Releasee”), of and from any and all claims of every type, kind, 

nature, description or character (collectively, “Claims”) previously existing, now existing or 

hereafter arising, whether known or unknown, under or in connection with this Agreement 

and Releasee’s performance or non-performance hereof, or from any other agreements or 

relations between Producer and Releasee, including Claims presently unknown. Prior to final 

payment following termination of this Agreement, FE shall require release of Claims from 

Producer on a form acceptable to FE. 

W. Modification of Agreement. FE has the unilateral right to modify the Schedule of 

Commission prospectively for new sales. FE also has the unilateral right to modify this 

Agreement due to legislative, regulatory and/or other requirements. All modifications shall 

become effective upon the date listed in the modification or upon the date such modification 

is mailed to the last known address of Producer, whichever is most recent. Any other 

modifications shall require the assent of Producer which shall be deemed given if Producer 

does not object to any proposed modification in writing within five (5) days of receipt of 

notice of the modification.

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X. Miscellaneous. Producer agrees that it has had the opportunity to have this Agreement 

reviewed by counsel of its choosing before execution, and has signed this Agreement in full 

knowledge and understanding as to its provisions. This Agreement reflects the negotiated 

terms between the parties and in the interpretation of this Agreement, the rule that 

ambiguities be construed against the drafter shall not be applied. Any provisions of this 

Agreement which by their terms contemplate surviving the termination of this Agreement 

shall so survive. The entire Agreement between Producer and FE is set out herein, and this 

Agreement supersedes any and all previous agreements between Producer and FE, whether 

written or oral. If any portion or provision of this Agreement shall be held void or 

unenforceable, the remaining portions and provisions of this Agreement shall remain in 

effect. This Agreement shall be binding on the successors and assigns of the parties. This 

Agreement shall be construed in accordance with the laws of the State of New Jersey, and 

any enforcement action hereunder shall be brought in the Superior Court of New Jersey 

sitting in Monmouth County, New Jersey. INDIVIDUAL PRODUCER AND AGENCY 

PRODUCER ARE PERSONALLY, JOINTLY AND SEVERALLY LIABLE 

HEREUNDER.

I have read and understand the First Enroll Agent Training Manual and First Enroll’s policies 

and procedures. I agree to abide by all First Enroll policies and procedures as well as all state and 

local laws and industry regulations. 

Executed this day of _________________________

________________________________ _____________________________

Individual Producer Name First Enroll Representative Name

________________________________ _____________________________

Individual Producer Signature First Enroll Representative Title 

________________________________ _____________________________

Agency Producer Name First Enroll Representative Signature

________________________________

Agency Producer Signature

DocuSign Envelope ID: E481E794-9B84-4958-A101-202419222A25

Ali Raza

4/20/2021

X

Ali Raza Management: First Enroll

Manager

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Schedule A

Non-Exclusive Territory

Territory to be determined based on licensure and appointment with each insurance company. 

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