In consideration of the covenants, representations, and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS.
1. “Account(s)” means: (1) any Person that purchases, or has purchased, insurance coverage, surety bonds, or other insurance or financial products or services through Agent and (2) those insurance policies, surety bonds, or other insurance or financial products or services purchased by such Person through Principal.
2. “Book of Business” means all Accounts in which Agent was assigned and received compensation during Agent's appointment with Principal.
3. “Company(ies)” means those insurance carriers and/or insurance brokers contracted with Principal.
4. “Confidential Information” means all content relating to, used in, or arising out of the Principal's or Principal's affiliates' business, finance or other operations, whether held by, owned, licensed, or otherwise possessed by Principal or Principal's affiliates and regardless of how such content came into being or who created, generated, or gathered such content, including, without limitation, the following information and documents, whether in electronic or hardcopy form, and whether or not associated with an Account:
1. Account information including names, phone numbers, addresses, email and other contact information.
2. Personal Account information including dates of birth, driver's license numbers, social security numbers, and EIN's.
3. Policy information including carrier, coverage amounts, premiums, schedules, risk classifications, loss histories and expiration dates.
4. Business methods and practices.
5. Technologies and technological strategies.
6. Marketing strategies.
7. Trade secrets.
5. “Minimum Standard of Service” includes but is not limited to:
1. Returning customer phones calls within twenty-four (24) hours,
2. Providing professional and courteous responses to customer inquiries and quote requests,
3. Working a consistent and reasonable full time schedule.
6. “New Business” means any new Account that has not been previously written by Agent, any rewritten Account which has been expired for more than sixty (60) days, or any Account that is rewritten to another Company during the first term of coverage.
7. “Person” shall mean any natural person, corporation, limited liability company, limited partnership, partnership, trust, association, organization, or other entity or whatsoever nature.
8. “Pirate” and/or “Piracy” refers to any one or more of the following, whether directly or indirectly or compensated or uncompensated:
1. Soliciting any active or inactive Account on behalf of a Person other than Principal;
2. Servicing any active or inactive Account on behalf of a Person other than Principal;
3. Selling insurance coverage, surety bonds, or other insurance or financial products or services to any active or inactive Account on behalf of a Person other than Principal, including, without limitation, any existing Lines of Business or new Lines of Business not previously written through Principal;
4. Causing or facilitating any active Account to discontinue purchasing insurance coverage, surety bonds, or other insurance or financial products from Principal; or
5. Receiving compensation on any active or inactive Account from any Person other than Principal.
9. “Renewal Business” means any Account that has completed its first term of coverage.
10. “Rewrite Business” means any Account that is rewritten to another Company after the first term of coverage.
2. APPOINTMENT. Principal hereby appoints Agent in the position of a financial and insurance agent. Agent is a captive agent for Principal and will only write business for the benefit of Principal. Appointment is at-will and may be terminated at any time by either Party. Without limiting the at-will appointment, Principal shall have the right to terminate the appointment for cause, including, but not limited to, any of the following:
1. Agent fails to meet the Production Requirement for a period of two (2) consecutive semi-annual periods.
2. Agent fails to submit any new business for a period of thirty (30) days. This period does not include approved sick or vacation time.
3. Agent is found responsible for any willful misrepresentation or fraudulent activity which endangers the name of Principal and/or its contracts with Companies or causes penalties, fines or legal action to be taken by regulatory authorities.
4. Agent fails to maintain a current insurance license and/or business license (if required) with the State of Nevada and/or any other state where Agent conducts business.
5. Agent writes insurance coverage with any agent, agency or company other than those Companies contracted with Principal.
6. Agent is responsible for the misuse of premium held in trust, embezzlement, rebating, or any other breach of fiduciary responsibility.
7. Agent violates any Companies underwriting guidelines, binding authority, or any other action that jeopardizes Principal's relationship with Companies.
8. Agent violates any of Principal's underwriting guideline such as but not limited to the placement of business, minimum coverage amount, minimum policy package, and required optional coverage's.
9. Agent is responsible for a breach of Confidential Information.
10. Agent fails to provide a Minimum Standard of Service to Accounts.
11. Agent actions result in an E&O claim.
12. Agent violates any terms or conditions of this Agreement.
3. CONFLICTING APPOINTMENT. During the time of appointment with Principal, Agent shall not: (a) accept nor engage in the employment, appointment, consulting, or other business activity directly or indirectly related to the business of the Principal or (b) engage in any secondary or additional employment, appointment or engagement which may distract Agent's full time appointment with Principal, unless agreed to in writing by Parties, such agreement granted or denied in Principal's sole and absolute discretion.
4. LICENSING. Agent shall maintain current state insurance license, city business license, and any other licenses or permissions as required by applicable law. Agent shall conduct business only in those areas for which Agent is licensed.
5. AUTHORITY. Agent has authority to solicit, propose, and bind insurance risks in any locality where Parties and Companies are licensed and/or appointed only in compliance with Company guidelines. It is Agent's responsibility to understand said guidelines, which are made available to Agent. Agent has authority to collect and provide receipt for funds received on the following basis:
   1. Premium due on a binder.
   2. Proposal tendered to and accepted by Company.
   3. A policy contract executed by Agent.

   Agent shall submit to Principal all business bound by Agent within twenty-four (24) hours or as required by Company if sooner. Any and all monies collected or received by Agent are to be held in a fiduciary capacity and shall not be used for any other purpose whatsoever. Except as specifically authorized by Principal, Agent will not make, alter, or discharge any policy contract, extend the time for payment of premiums, waive or extend any policy obligation or condition, incur any liability on behalf of Principal or Companies.

6. CONFIDENTIALITY. Agent acknowledges that Agent may have access to Principal's Confidential Information. Agent shall not disclose to any other Person or use for personal gain any Confidential Information at any time during or after the termination of appointment for a period of two (2) years with respect to Confidential Information (other than Principal's trade secrets) and in perpetuity with respect to Principal's trade secrets, unless Principal grants expressed written consent. All provisions protecting Confidential Information in this Agreement shall be deemed to also protect Principal's trade secrets, but references to Principal's trade secrets shall not be deemed to automatically refer to Confidential Information. Agent's obligations of confidentiality shall not apply to any information or data generally publicly known through no act (directly or indirectly) of Agent.
7. ACCOUNTS. During and after Agent's appointment, Principal shall own all use, title, control, interest, and all other ownership of all Accounts.
8. COMPENSATION. Subject to the other terms and conditions of this Agreement and for services provided during the course of Agent's appointment, Company/Principal will pay Agent commission, based on Principle's Compensation Plan (Appendix 1). No commissions are due Agent if no longer appointed, except for commission activity received by Principal during Agent's last month appointed and for one (1) additional month. If appointment does not end on the last business day of the month, then the final month will be pro-rated according to the number of business days the Agent was appointed during the Agent's last month. Example:

   If Agent resigned on April 15th they would receive their normal accrued commissions at the end of April, and pro-rated accrued commissions of approximately half at the end of May. Any Buyout payments would begin at the end of June.

9. PRODUCTION REQUIREMENT. Agent must meet a minimum production requirement based on compensation plan (Appendix 1).
10. EXPENSES. Principal is not liable for any expense incurred, or initiated, by Agent including but not limited to advertising, licensing, taxes, transportation, soliciting expenses, and any other business expense. Agent is expressly liable for any uncollectable premiums on agency bill Accounts or any other deduction to any monies owed to Agent.
11. ERRORS AND OMISSIONS. Agent will carry Errors and Omissions Insurance (hereafter “E&O”).
12. RETURN OF PROPERTY. Upon termination of appointment or by demand of Principal, Agent will immediately return to Principal including but not limited to all: property, supplies, documents, records, money, Confidential Information, in all forms, and all copies and reproductions thereof.
13. NON-PIRACY. Subject to the other terms and conditions of this Agreement (including, without limitation, Principal's ownership of all Accounts as set forth in Section 7) and in accordance with the legitimate business interests and integrity of Principal, Agent agrees as follows:
1. Promise not to Pirate an Accounts(s): If appointed for less than one (1) year, Agent shall not Pirate Accounts(s) from Principal during appointment, during the last month paid compensation after termination of appointment, and for twelve (12) additional months. If appointed for over one (1) year, Agent shall not Pirate Account(s) from Principal during appointment, during the last month paid compensation after termination of appointment, and continuing until the end of the Buyout Period.
2. Duty to notify Principal: Agent shall give Principal written notice of each and every violation of the Non-Piracy agreement within seven (7) days of such violation. The burden of proof is upon Agent.
3. Remedies: If Agent violates this Section 13, Agent shall pay Principal an amount equal to two-hundred percent (200%) of one of the following, whichever is highest:
   1. The Gross Commission Income to be received by Agent on the Pirated Account during the next twelve (12) months following the violation; or
   2. The Gross Commission Income to be received by another party on the Pirated Account during the next twelve (12) months following the violation.

   Pirated Accounts	Commission	Percentage	Piracy Amount
   	$2,000	x 200%	= $4,000

4. Acknowledgment of Reasonableness:
1. The Parties acknowledge that the promises made under this Non-Piracy clause are reasonable in scope, duration, and remedy, and that because Accounts are valuable and costly to obtain, this Agreement and specifically this provision protects legitimate interest of Principal. More specifically, the Parties hereby acknowledge and stipulate:
1. The promise under this Non-Piracy clause does not limit Agent's ability to open up an insurance agency at any location or to be appointed by any other insurance agency following the termination of the appointment with Principal. The promise simply prohibits the Agent from pirating any Accounts from Principal.
2. Agent, as a licensed insurance professional, and on account of the specific duties with Principal, has the knowledge, skills and relationships needed to Pirate an Account from Principal.
3. Parties estimate Principal's market share to be less than one percent (1%) of the total available insurance premiums, and that this Non-Piracy clause is thus not an unreasonable restraint on the Agent's ability to make a living as an insurance agent in this or any other market area.
2. Parties intend that the restraints on Agent's activity set forth under this Non-Piracy clause be reasonable in scope, duration and remedy. They also intend that the restraints do not reach beyond what is reasonable and necessary to protect Principal's legitimate interest, nor to unreasonably limit Agent's ability to earn a living. The parties believe the restraints under this Non-Piracy clause to strike a reasonable balance. In pursuit of this intent, if any court or arbitrator of competent jurisdiction finds this Non-Piracy clause and restraints on the Agent's activities to be unreasonable in scope, duration or remedy, such court or arbitrator may amend the restraints to be reasonable in scope, duration and remedy.
5. The Non-Piracy clause will not apply to Accounts with Agent as the name insured.
14. NON-SOLICITATION OF EMPLOYEES AND AGENTS. During appointment, during the last month paid compensation after termination of appointment, and for thirty-six (36) additional months, Agent will not directly or indirectly induce, recruit, or solicit any of Principal's employees and/or agents to terminate their employment or enter into another employment arrangement with a Person.
15. NONSOLICITATION OF CUSTOMERS AND CLIENTS. Agent agrees that for two (2) years, after termination of appointment, the Agent will not directly or indirectly solicit, agree to perform or perform services of any type that the Principal can render ("Services") for any person or entity who paid or engaged the Principal for Services, or who received the benefit of the Principal's Services, or with whom Agent had any substantial dealing while employed by the Principal. However, this restriction with respect to Services applies only to those Services rendered by Agent or an office or unit of the Principal in which Agent worked or over which Agent had supervisory authority. This restriction also applies to assisting any employer or other third party.
16. OTHER RULES AND POLICIES. Agent shall abide by any other rules, policies, or procedures as communicated by Principal that are generally applicable to independent contractors and agents of Principal.
17. EQUITABLE RELIEF / DISPUTE RESOLUTION. Agent covenants, represents and warrants that any violation of Sections 3 (Conflicting Appointment), 6 (Confidentiality), 12 (Return of Property), 13 (Non-Piracy), or 14 (Non-Solicitation of Employees and Agents) by Agent shall cause irreparable injury to Principal and shall entitle Principal to extraordinary and equitable relief by a court, including, but not limited to, temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond or security. Subject to the foregoing sentence, in cases of dispute arising in connection with this Agreement, Parties shall make a good faith effort to resolve said dispute informally, either by meeting in person or through the use of a mutually agreed upon mediation service. In cases of dispute arising in connection with this Agreement, Principal will have the right to stop making Buyout payments to Agent. Principal will instead deposit Agent's Buyout payments into a separate interest bearing savings account, with Principal's bank and under Principal's control, until such dispute is resolved.
18. BREACH OF AGREEMENT. In the event of breach, the Party responsible for said breach shall be liable for any and all fees and expenses incurred in the enforcement of this Agreement, including but not limited to legal fees, and fines assessed by regulatory authorities.
19. ASSISTANCE. Agent shall assist Principal and/or Companies without hostility, in all legal matters pertaining to business concerning said Parties, including litigation and subrogation.
20. CONTINUING OBLIGATIONS. Notwithstanding the termination of Agent's appointment with Principal for any reason, the provisions this Agreement will continue in full force and effect.
21. BINDING EFFECT. The covenants and conditions contained in this Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors, and permitted assigns.
22. WAIVER. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with any and every other provision of this Agreement.
23. CUMULATIVE RIGHTS. The Parties' rights under this Agreement are cumulative and shall not be construed as exclusive of each other, unless otherwise required by law.
24. SEVERABILITY. If any part of parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any statute, ordinance, or court or arbitrator of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
25. AMENDMENTS. Principal reserves the right to amend the terms of this Agreement on an annual basis with a renewal date of August 1st. Principal will provide Agent a copy of the amended Agreement at least sixty (60) days in advance of the renewal date. If Agent does not accept the amended Agreement, then Principal may terminate Agent's appointment.
26. GOVERNING LAW. This Agreement is governed by the laws of the State of Nevada.
27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, contract, understanding, or representation of any kind, whether verbal or written, preceding the date of this Agreement. Any addendums to this agreement must be resigned when this Agreement is amended and resigned. There are no other promises, condition, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.