General Agent Agreement

This General Agent Agreement (“Agreement”) and the addenda attached hereto (or delivered contemporaneously herewith), is made by and between the first signatory stated below (“General Agent”) and NCD Agency, LLC (hereinafter referred to as “NCD” or the “Company”) on the date of last signature, for the purpose of conducting insurance sales and marketing activities.

Recitals

WHEREAS, NCD is an insurance sales agency that sells, markets and/or enrolls insurance policies and non-insurance products of various companies, including insurance carriers, and NCD desires to engage the services of General Agent to market, sell and/or enroll products marketed by NCD in accordance with this Agreement; and

WHEREAS, General Agent is a licensed insurance producer that desires to have access to NCD’s suite of products and services, upon the terms and conditions set forth in this Agreement.

Agreement

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and received, the undersigned parties hereby agree as follows:

1. APPOINTMENT OF GENERAL AGENT

1.1 Appointment. NCD hereby appoints General Agent with the authority and obligations set forth in this Agreement. General Agent hereby accepts such appointment and agrees to the terms and conditions of this Agreement.

1.2 Authorization. General Agent is hereby authorized to accept applications and issue enrollments for the specific products covered by this Agreement on forms approved by NCD, in accordance with the applicable underwriting procedure manuals and guidelines provided to General Agent by NCD.

1.3 Limitations and Obligations. The General Agent shall solicit only in states where: (i) General Agent is properly licensed, (ii) NCD has authorized General Agent to sell, and (iii) the specific product is available and approved for sale. The General Agent does not have the exclusive right to represent NCD in any territory. NCD shall have the right, at any time, and for any reason, to change the types of policies (including products that are issued through certain carriers) that General Agent has authority to sell under this Agreement. General Agent acknowledges that different insurance products may have different licensing, training, certification, or operational requirements as determined by the applicable carrier, and agrees to meet all such requirements before and while marketing each product.

1.4 Independent Contractor Status. General Agent is an independent contractor, and nothing herein shall be construed to create an employee/employer relationship between NCD and General Agent. The parties acknowledge and agree that General Agent will be controlling the means, details, and amount of time by which General Agent performs its services under this Agreement. Except as expressly prohibited herein, General Agent shall be free to engage in any business activities of its choosing both during and after the term of this Agreement. In performance of any and all of the obligations hereunder, General Agent shall be acting on its own behalf and not as an employee, partner or associate of NCD, and it shall not hold itself out in any capacity other than a General Agent. General Agent shall not take any actions that exceed the authority specifically bestowed upon General Agent by NCD under this Agreement. General Agent shall comply with all tax laws applicable to any compensation received by General Agent pursuant to this Agreement including, without limitation, the reporting of such amounts as income from the operation of a business, and the reporting and payment of all resulting income taxes and employment taxes. Without modifying General Agent’s indemnification obligations under Article 7 of this Agreement, General Agent shall hold NCD harmless and fully indemnify NCD from all losses, fines, penalties and damages in the event the independent contractor status of General Agent or any of its employees, agents, or contractors is challenged.

2. GENERAL AGENT’S DUTIES AND RESPONSIBILITIES

2.1 Affirmative Duties. General Agent agrees to utilize its best efforts to accomplish the following duties as a General Agent of NCD:

(a) If the General Agent recruits agents, then the General Agent shall adequately train and supervise the recruited agents, subject to approval by NCD, to promote and affect sales of products available through NCD. NCD reserves the right to refuse to accept to work with any proposed agent at NCD’s sole discretion. All agents’ continued affiliation with NCD and compensation levels shall be subject to NCD’s agent policies and procedures regarding compensation and professionalism. General Agent shall abide by NCD’s policies with regards to agent hierarchy changes as may be in place from time to time. Training materials are subject to approval by NCD.

(b) General Agent shall facilitate the production, underwriting, premium collection, accounting, statistical and other work necessary or incidental to the insurance business written under this Agreement; and shall provide for all usual and customary services to independent sub-producers, insureds and policyholders, including, without limitation, delivery of policies, premium audits on policies, timely and appropriate responses to inquiries and complaints from sub-producers, insureds, and policyholders. General Agent shall comply with any service standards that may be set forth in writing by NCD and delivered to the General Agent from time to time.

(c) General Agent shall quote accurate premiums and rates for the policies in compliance with rates provided by NCD in all instances, and in compliance with applicable state laws and regulations.

(d) General Agent shall be knowledgeable of, and comply with, all applicable licensing requirements, laws and regulations of the jurisdiction(s) in which General Agent operates, and cause its staff and sub-agents to comply with all applicable licensing requirements in the jurisdiction(s) in which they conduct business and to monitor their continued compliance of such laws by completing all required continuing education or other licensing requirements; and to notify NCD immediately if any such license is terminated, suspended or revoked.

(e) General Agent shall be knowledgeable of and comply with the rules, policies and procedures of NCD, including but not limited to: market conduct standards, ethical guidelines, underwriting practices, application procedures, policy delivery procedures, licensing and appointment practices, client services and support responsibilities, and all other areas of conduct of NCD as contained in rate manuals, field guides, authorized software, and other communications directed to General Agent from time to time by Company.

(f) General Agent shall not: (i) extend the time for payment of any premium; (ii) quote premiums or rates other than specified or published by NCD; (iii) waive or modify any terms, conditions, or limitations of an enrollment; (iv) adjust or settle any claim or commit NCD with respect to any claim; or (v) offer, pay, or allow to be offered or paid, as an inducement to any proposed insured or applicant, a rebate of premiums, policy fees or any other inducement not specified in the insurance product, except as may be expressly allowed by law and in compliance with state rules and regulations, or engage in any direct or indirect prohibited rebating.

(g) General Agent shall disclose to NCD any prior, current or future occurring administrative or legal action filed against General Agent or its agents by an insurance department or financial regulatory agency or any other state or federal agency based on alleged violations of state or federal insurance, securities or financial regulatory laws.

(h) General Agent shall disclose any prior, current, or future occurring agency or agent company appointment contracts cancelled for cause (i.e., misrepresentation, misappropriation, etc.).

(i) General Agent shall comply with Exhibit A (Code of Business Conduct) and Exhibit B (Subcontractor Business Associate Agreement).

(j) General Agent shall provide NCD access to all enrollment verification records, including but not limited to e-signatures, voice signature files, and call recordings, within one business day of NCD’s good faith request for such information. General Agent acknowledges that NCD may conduct audits of enrollment verification methods to ensure compliance with carrier requirements.

(k) General Agent shall accept and cooperate in compliance audits, which may be on-site or remote, conducted or facilitated by NCD on an as-needed basis for primary business and downline agents/agencies.

(l) General Agent shall give prompt written notice to NCD of any written customer complaint, as well as any attorney, state department of insurance, Better Business Bureau (BBB) or other regulated entity’s written complaint related to products under this Agreement or General Agent’s services regarding the same. General Agent shall comply with all reasonable requests made by NCD to resolve customer or third party complaint.

(m) General Agent shall comply with all NCD rules and regulations, all federal laws and regulations, and with all laws and regulations of the state in which General Agent or its agents solicit business, including, but not limited to, applicable insurance cancellation and non-renewal laws, rules and regulations and telemarketing laws, rules and regulations, such as the Telephone Consumer Protection Act (TCPA) (as amended).

(n) General Agent shall prevent its agent(s) from soliciting insurance for NCD until the agent is duly licensed and appointed with the proper State Insurance Department.

(o) General Agent shall possess current licenses in the states in which General Agent solicits insurance and renew those licenses yearly. Before soliciting any potential customer or client, General Agent agrees to provide copies of all required insurance and other licenses required by law for the solicitation of insurance sales to NCD.

(p) If General Agent has a commission level of a field marketing organization or higher, then General Agent shall be required to obtain cyber insurance coverage of at least $1 million per occurrence and $1 million aggregate.

(q) General Agent shall be required to maintain errors and omissions insurance coverage of at least $1 million per occurrence and $1 million aggregate throughout the term of this Agreement.

(r) General Agent shall ensure that all Personal Health Information (PHI) is handled in accordance with the Subcontractor Business Associate Agreement attached as Exhibit B.

(s) General Agent shall implement and maintain appropriate administrative, technical, and physical safeguards to protect the confidentiality, integrity, and security of consumer personal information. In the event of any actual or suspected data breach, unauthorized disclosure, or other compromise of consumer information, General Agent shall notify NCD in writing within twenty-four (24) hours of discovery and shall cooperate fully with NCD in investigating and remediating such incident.

(t) General Agent may use artificial intelligence tools, chatbots, and automated systems for business operations, marketing, and customer service, provided that: (i) no PHI, personally identifiable information (PII), or confidential customer information is input into, processed by, or stored in any AI system that is not covered by a HIPAA-compliant Business Associate Agreement; (ii) any customer-facing AI chatbot or automated system must include clear disclosures that customers should not share personal health information through the system unless it is HIPAA-compliant; (iii) General Agent remains fully responsible for the accuracy and compliance of all AI-generated content, including any errors, omissions, or misrepresentations; and (iv) any AI system that collects, processes, or has access to customer information must comply with all applicable privacy laws and regulations. General Agent acknowledges that most consumer AI platforms (including but not limited to ChatGPT, Claude, Gemini) are not HIPAA-compliant and that inputting PHI into such systems constitutes a reportable breach under HIPAA and a violation of this Agreement.

(u) General Agent consents to and authorizes NCD to conduct background checks, credit checks, and regulatory action reports through NIPR or other services at any time during the term of this Agreement. General Agent shall ensure that all officers, directors, and key personnel are qualified under Title 18 U.S.C. § 1033 and shall immediately notify NCD if any such person becomes disqualified.

(v) General Agent recognizes that NCD has contracts with various carriers to act as a producer and/or administrator. To the extent those carrier contracts have requirements that flow down to General Agent that are not addressed in this Agreement, General Agent acknowledges that NCD may notify General Agent of those requirements in writing, and General Agent agrees to comply with such requirements in performing its obligations under this Agreement related to products covered by such requirements.

2.2 Limitations on Authority. General Agent has no authority, right, or entitlement to take any actions on behalf of NCD other than those expressly conferred by this Agreement. The following specific limitations on the authority of General Agent do not exclude any other limitations on its authority. Specifically, by way of description, and not limitation, General Agent, shall not have any authority to:

(a) make, alter or discharge any of the terms, rates, or conditions of any contract, policy or benefit program provided by NCD, either directly or indirectly;

(b) make, alter or waive any procedural rule or regulation of NCD;

(d) extend the time for payment on any premium;

(e) guarantee dividends or experience rating refunds;

(f) solicit or contract for the collection of any monies owed to NCD;

(g) issue or circulate advertisements or literature specifically mentioning NCD or one of its products unless first approved in writing by NCD;

(h) alter any forms provided by NCD, substitute forms in place of those provided by NCD, or contract for the expenditure of funds of NCD, except as expressly authorized by NCD in writing;

(i) represent directly or by implication that General Agent is an employee of NCD or anything other than an independently contracted sales agent;

(j) act as a writing insurance agent other than as authorized by this Agreement;

(k) institute legal proceedings of any kind or character on behalf of NCD in connection with any matter pertaining to business covered by this Agreement. General Agent agrees to notify NCD immediately, in writing, of the institution of any legal proceedings and any pre-proceeding claims against it or NCD in connection with the business covered by this Agreement.

3. REPRESENTATIONS AND WARRANTIES

General Agent hereby represents and warrants to NCD as follows:

3.1 Duly Licensed. General Agent is duly licensed as an insurance agent in all states in which General Agent will engage in activities under this Agreement.

3.2 Authority. General Agent has the power to enter into this Agreement and to perform all of its obligations under the terms of this Agreement.

3.3 Authorization. The execution, delivery and performance of this Agreement by General Agent have been duly authorized by all requisite action, and the person executing this Agreement on behalf of General Agent has full power and authority to do so.

3.4 No Approvals. No approval or consent of any other person is required in connection with the execution, delivery, and performance of this Agreement by General Agent.

3.5 No Conflicts. The execution and delivery of this Agreement by General Agent, and the performance of General Agent’s duties and responsibilities hereunder will not (with the giving of notice or the lapse of time or both) constitute a violation of, constitute a default under, or be in conflict with, (i) any agreement, commitment or understanding to which General Agent is subject or by which General Agent is bound, or (ii) any applicable statute, regulation, or law.

4. ADVERTISING, MARKETING COMPLIANCE, AND COMMUNICATIONS

4.1 Marketing Material Approval. Due to various insurance laws and regulations, General Agent agrees that General Agent will request and obtain approval from NCD before distributing any piece of advertising of any kind or nature which bears the name NCD or the name of any insurance carrier for which NCD markets policies.

4.2 Use of Names and Trademarks. General Agent must obtain NCD’s prior written approval for any use of the names, trademarks, service marks, logos, or other brand identifiers of NCD, its affiliates, or any insurance company with which NCD contracts to bring products to market, in any advertising, marketing, or sales materials, whether in print, digital, broadcast, or any other medium. Any required carrier approvals shall be obtained through NCD. NCD will maintain a list of all approved materials that General Agent may use in connection with a sale. The use of unapproved advertising or sales materials is prohibited. Unauthorized use constitutes grounds for immediate termination.

4.3 Review of Marketing Materials. General Agent must submit to NCD for review and written approval all client-facing marketing, advertising, or sales materials created by or for General Agent, regardless of medium (including print, electronic, and social media), prior to use. Such materials may not be distributed or used until NCD provides express written approval.

4.4 Telephone Marketing and TCPA Compliance.

(a) General Compliance. In accordance with federal law, Federal Communication Commission regulations, and state laws, all phone sales must follow all of the guidelines and regulations governing outgoing sales communications, including, but not limited to the Telephone Consumer Protection Act (TCPA) and the Telemarketing Sales Rule (TSR). In the event this Agreement conflicts with the TCPA or TSR requirements, the TCPA and TSR requirements shall govern conduct of the General Agent.

(b) Lead Source Verification. General Agent shall take all reasonable steps to determine the source of any leads and verify that all communication methods are in compliance with TCPA and other applicable laws. General Agent shall obtain certification from each entity supplying leads to verify that supplied leads have been checked against the National and applicable State Do Not Call registries and that proper consent was obtained for any automated calls or texts.

(c) Do Not Call Compliance. General Agent shall:

- Create and maintain an internal Do Not Call (“DNC”) list
- Scrub all leads against National, State, and internal DNC lists prior to solicitation as legally required
- Ensure that no telephone calls are placed to any number on applicable DNC registries, except as permitted by law
- Implement and maintain written DNC policies and procedures
- Train all staff on DNC compliance and document such training annually

(d) Consumer Complaints. General Agent must promptly forward to NCD, within two (2) business days of receipt, any consumer complaint, whether verbal or written, related to the marketing, sale, or servicing of NCD products, including any TCPA-related complaints. Such complaint must be accompanied by any supporting documentation or information reasonably requested by NCD.

(e) TCPA Indemnification. General Agent shall have full responsibility and liability for compliance with TCPA and DNC requirements, and, without modifying General Agent’s indemnification obligations under Article 7 of this Agreement, shall hold NCD harmless and fully indemnify NCD for any losses, fines, penalties, or damages arising from General Agent’s failure to comply with TCPA, TSR, DNC requirements, or related laws.

4.5 Sales Practice Standards. General Agent engaging in sales or marketing via telephone or in-person appointment shall:

(a) Not engage in any false, misleading, deceptive, or unfair sales or marketing practices, including but not limited to misrepresentation of product terms or benefits, omission of material facts, or the use of high-pressure sales tactics. Where NCD provides required marketing and fulfillment materials, scripts or disclosures, General Agent must use them without alteration.

(b) Comply with all applicable federal, state, and local laws, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), and all “Do Not Call” requirements.

(c) General Agent must obtain, document, and retain evidence of prior express written consent before initiating any outbound call using automated technology, text message, or prerecorded message where such consent is required by law. For purchased or live-transfer leads, General Agent must ensure that the lead source obtained such consent in compliance with all applicable laws and regulations. For sales resulting from outbound calls using automated technology, the General Agent must capture and retain a TrustedForm or Jornaya lead ID (or equivalent third-party verification) and provide it to NCD upon request.

(d) Retain call recordings (if applicable), consent records, and all related sales documentation in accordance with Section 4.7.

(e) Cooperate with NCD in any compliance review or investigation related to sales activities and promptly provide any requested sales records or documentation within forty-eight (48) hours of NCD’s request.

4.6 Complaint Handling. General Agent must promptly (within one (1) business day) forward to NCD any consumer, regulatory, or carrier complaint received, along with all related documentation. General Agent shall cooperate fully with NCD in investigating and resolving such complaints and shall make relevant records and information available upon request. General Agent agrees to investigate and resolve promptly, and if possible within three business days, all customer complaints.

4.7 Record Retention. General Agent shall maintain complete and accurate books and records relating to all activities under this Agreement for a period of not less than ten (10) years after policy termination, or longer if required by applicable law. Electronic documents shall be backed up on a daily basis. The books and records covered by this Section include, but are not limited to: all sales documentation, enrollment records, lead source documentation, consent records, complaint files, call recordings (if applicable), marketing materials, client communications, commission records, and any other documents related to the performance of services under this Agreement. Upon request by NCD, General Agent shall produce any such records or related documentation within forty-eight (48) hours of the request, or sooner if required by NCD to meet carrier requirements, in a format reasonably specified by NCD. Failure to produce requested records in the required timeframe shall be grounds for immediate corrective action, up to and including termination of this Agreement. This Section 4.7 shall survive termination of this Agreement.

4.8 Compliance Requirements. General Agent shall comply with all compliance requirements, policies, procedures, and directives issued by NCD from time to time, including but not limited to those that reflect obligations imposed on NCD by insurance carriers, administrators, or applicable law. NCD may modify such compliance requirements at any time upon written notice to General Agent. General Agent acknowledges that such requirements may incorporate or be derived from carrier guidelines and requirements, and agrees to comply with them as communicated by NCD, without the need for NCD to provide the underlying carrier documents. General Agent’s continued performance under this Agreement after receiving notice of new compliance requirements shall constitute acceptance of such requirements.

5. COMMISSIONS

5.1 Commissions. NCD agrees to pay General Agent, while this Agreement is in force, the compensation outlined in the Commission Schedule(s) attached hereto or sent contemporaneously herewith. General Agent is entitled to commissions only to the extent General Agent is licensed in the state of residency of the customer for whom insurance business is written under this Agreement. Increases in premium rates will not be considered in the calculation of renewal commissions. NCD will give at least 30-days advance written notice of any decrease in commissions on products sold after such notice period.

5.2 Commission Adjustments and Refunds. In the event NCD refunds premiums under any policy to an insured for any reason, or if premiums are otherwise not collected, General Agent shall repay NCD the amount of any advance or unearned commission paid on such premiums within ten (10) business days of NCD’s request. NCD may, at its option, offset any such amounts against future commissions or other amounts owed to General Agent.

5.3 Earned Commissions. The General Agent will receive commissions as earned pursuant to this Agreement and any other policies of NCD that may be in effect from time to time.

5.4 Effect of Termination. In the event of termination of this Agreement without cause by NCD or by General Agent, General Agent shall be entitled to commissions as set forth in the applicable commission schedule(s). If this Agreement is terminated for cause, as that term is defined below, all of NCD’s obligations herein shall cease and terminate, including any obligation to pay any commissions.

5.5 Effect of Death. In the event of the death of the General Agent (if General Agent is an individual) while this contract is in effect, to the extent permitted by applicable state law, any renewal commissions will be paid to the estate of the General Agent.

5.6 Payment after Termination; Forfeiture. Renewal commissions that would have been due and payable to General Agent during the term of this Agreement, shall be payable after the termination of this agreement unless this Agreement is terminated for cause. Renewal commissions shall not be payable to General Agent if this Agreement is terminated for cause. If General Agent is terminated for “cause”, in accordance with Section 6.2, at, before or after such termination, all compensation due, or to accrue to, the General Agent under this Agreement and Commission Schedule or any previous agreements and Commission Schedules between General Agent and Company shall be forfeited to Company. Forfeited compensation will not be applied to offset any indebtedness owed by General Agent to Company.

5.7 Payment Contingency. General Agent shall only be entitled to commissions on premiums actually collected and retained by NCD. If NCD does not receive payment from the carrier or customer for any reason, including but not limited to policy cancellation, premium refund, or non-payment, General Agent shall not be entitled to commission on such amounts. If commission has already been paid to General Agent on uncollected or refunded amounts, such commission shall be handled in accordance with Section 5.2.

6. SUSPENSION AND TERMINATION

6.1 Suspension of Selling Authority. NCD may immediately suspend General Agent’s authority to market, sell, or enroll any products under this Agreement without prior notice if: (i) required or requested by any insurance carrier, regulatory authority, or program administrator; (ii) NCD has reasonable concerns about General Agent’s compliance with applicable laws, regulations, or carrier requirements; (iii) General Agent is under investigation by any regulatory authority or carrier; or (iv) NCD determines suspension is necessary to protect NCD, its carrier partners, or consumers. NCD may suspend General Agent’s authority for specific products or carriers without affecting General Agent’s authority to sell other NCD products. During any suspension period: (a) General Agent shall immediately cease all sales and marketing activities for the suspended products; (b) General Agent shall not be entitled to new business commissions on suspended products but shall continue to receive renewal commissions unless this Agreement is subsequently terminated for cause; (c) General Agent shall cooperate fully with any investigation or remedial measures required by NCD or its carrier partners; and (d) General Agent shall remain bound by all other provisions of this Agreement. NCD shall notify General Agent of the reason for suspension as soon as practicable. The suspension may continue for as long as NCD deems necessary and may result in termination of this Agreement.

6.2 No Cause Termination. Each party to this Agreement may terminate this Agreement for any reason or no reason at all with thirty (30) days’ notice. Upon the effectuation of a no cause termination, NCD will continue to pay commissions to General Agent, subject to NCD’s right to set off losses due to indemnification as set forth in Section 7.

6.3 For Cause Termination. This Agreement may be cancelled immediately for cause if at any time NCD has a reasonable basis for concluding that General Agent: (i) while acting as General Agent, engaged in misconduct, fraud, dishonesty by statement or omission, misrepresentation or advised or knowingly allowed another to make misrepresentations to NCD or any agent, applicant or policyholder; (ii) breached any provision of this Agreement, including Exhibit A or Exhibit B; (iii) prejudiced the interest of NCD or any client; and/or (iv) withheld or made unauthorized use of any property or materials belonging to NCD, a client, or insurer. This section shall apply to any violation of the Code of Business Conduct attached hereto. General Agent shall not be paid any commission renewals if terminated for cause.

6.4 Effect of Suspension or Termination. Upon suspension or termination of this Agreement for any reason, the following shall apply:

(a) Upon suspension or termination of this Agreement, the General Agent shall cease to have any authority to solicit, underwrite, enroll, bind or issue business to be insured by NCD under this Agreement.

(b) Following termination, NCD shall have no obligation to pay the General Agent any fees other than renewal commissions, as described in Section 5.6. If this Agreement is terminated for cause, then the General Agent shall not be entitled to any fees. During suspension, General Agent shall continue to receive renewal commissions but shall not be entitled to new business commissions.

(c) The General Agent shall immediately discontinue the dissemination or use of any materials, marketing or otherwise, bearing NCD’s name or logo, except for the limited purpose of carrying out the General Agent’s post-termination obligations under this Agreement.

(d) General Agent shall no longer have access to any NCD systems, including but not limited to NCD’s enrollment system portal, during suspension or after termination.

7. INDEMNIFICATION

7.1 Obligation. General Agent shall indemnify, save, defend and hold harmless NCD and NCD’s affiliates, and their respective officers, directors and employees, against any losses resulting from claims, suits, hearings, actions, damages, liabilities, fines, penalties, investigations or expenses, including, without limitation, reasonable attorneys and other professional fees, including fees to enforce this indemnification, caused by or resulting from (i) any actual or alleged misconduct, fraud, unauthorized act, error, omission or other act, by the General Agent or its officers, employees, sub-agents, downline agents/producers, and upline agents/producers, independent contractors or agents (“General Agent Representatives”), unless the conduct giving rise to the allegation was performed at the specific direction of NCD; (ii) any breach of this Agreement by General Agent or General Agent Representatives; (iii) any loss that arises from or relates to General Agent’s failure to pay any taxes, insurance, or fees.

7.2 Participation in Defense. NCD shall have the right to participate, at its own expense, in the defense of any claim or suit instituted against it with counsel of its own choosing. General Agent shall not settle any claim or suit against NCD without NCD’s prior written consent, which consent will not be unreasonably withheld.

7.3 Deduction Authorization. In the event NCD incurs any loss that would entitle NCD to indemnification under Section 7.1, General Agent authorizes NCD to deduct the amount of such loss from any commissions or other amounts otherwise to be transferred or paid to General Agent by NCD pursuant to this Agreement.

7.4 Survival. This Section 7 shall survive termination of this Agreement.

8. RESTRICTIVE COVENANTS

8.1 General. NCD, through its relationship with General Agent, will provide General Agent with confidential information, business and professional contacts, and the ability to become known to the customers and potential customers of NCD, and otherwise to have access to the business and proprietary secrets of NCD. In consideration of the compensation payable to General Agent, General Agent agrees to abide and be bound by the restrictions and covenants outlined in this Section 8.

8.2 Confidentiality. General Agent agrees that NCD will provide General Agent with certain confidential and proprietary information. Such information is provided by NCD to allow General Agent to perform services under this Agreement and to sell and market insurance products on behalf of NCD. NCD’s confidential information includes, but is not limited to, training manuals, information about potential or actual policyholders (including their coverage and rate information), and other information related to policyholders’ specific preferences and needs, and information related to insurance and other products marketed by NCD. General Agent agrees not to use this information in any way, either during the term of this Agreement or at any time after that, except as required for the benefit of NCD. General Agent agrees that within thirty (30) days of termination of this Agreement to return all the confidential information of NCD to NCD’s address stated herein. General Agent understands that the failure to return the confidential sensitive information within such period shall cause NCD to terminate the Agreement “For Cause” (as that term is defined herein).

8.3 Equitable Relief. NCD and General Agent recognize and expressly agree that the extent of damages to NCD in the event of a breach by General Agent of any restriction or covenant contained in this Section 8 would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for any violation will be inadequate to compensate NCD. Consequently, General Agent agrees that in the event of a breach of any such restriction or covenant, in addition to any other relief to which NCD may be entitled, NCD shall be entitled to enforce the restrictions and covenants by injunctive or other equitable relief ordered by a court of competent jurisdiction.

8.4 Survival. The provisions of this Section 8 shall survive the termination of this Agreement for any reason. General Agent’s obligations regarding confidentiality, PHI protection, and compliance with HIPAA requirements (as set forth in Exhibit B) shall survive termination and continue for as long as General Agent retains any confidential information or PHI, and as required by applicable law.

9. MISCELLANEOUS

9.1 Amendments and Updates. This Agreement may be amended from time to time by NCD upon thirty (30) days prior written notice from NCD to General Agent. Such amendments shall become effective thirty (30) days after written notice is provided to General Agent unless a later date is set forth in the notice. Each party hereto agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

9.2 Entire Agreement. This Agreement and attachments referenced herein (including, but not limited to addendums, future commission and vesting schedules, Code of Business Conduct, Business Associate Subcontractor Agreement, and the Arbitration Policy referenced below) constitutes the entire agreement between the parties and sets forth the rights, duties and obligations of each as to the subject matters contained herein. This Agreement supersedes any and all previous contracts between the parties. Any modifications of this Agreement, except as provided in Section 9.1, must be in writing, signed by General Agent and an authorized representative of NCD.

9.3 Arbitration. In the event of any controversy, dispute or claim arising out of or relating in any way to this Agreement or the transactions contemplated, such controversy, dispute or claim shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect by three arbitrators selected in accordance with such rules unless the parties shall agree on a single arbitrator. The arbitrators shall reside or practice primarily in the State of Texas. The arbitration proceedings shall be held in Dallas County, Texas, or another mutually acceptable neutral venue. Each party shall bear all of its own expenses and the arbitrators’ fees and expense shall be shared equally by the parties to the arbitration; provided, however, that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced and the reasonable fees and expenses of attorneys, accountants and other experts) to the prevailing party or parties. The decision of the arbitrators shall (i) be rendered in writing, and concurred by a majority of the arbitrators, if more than one, and (ii) be final, binding and conclusive and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. To the extent practical, the decision of the arbitrators shall be rendered no more than thirty (30) days following commencement of proceedings with respect thereto. The arbitrators shall have the power to grant equitable relief. The arbitrators shall cause their written decision to be delivered to the parties. The parties’ consent to the jurisdiction of the foregoing arbitrator or arbitrators and further consent to the jurisdiction of any state or federal court located in the State of Texas for the purpose of enforcing the decision or award of the arbitrators. The parties agree that service of process may be made on any such party by personal delivery or by registered or certified mail addressed to the appropriate party. The submission to the jurisdiction of the courts referred to above for the purpose of enforcing the decision or award of the arbitrators shall not (and shall not be construed so as to) limit the right of any party to file or commence a proceeding against the other in any other court of competent jurisdiction for the purpose of enforcing the decision or award of the arbitrators if and to the extent permitted by any legal requirement. In the event any suit or other legal proceeding is brought for the enforcement of any decision or award of the arbitrators, the parties agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal and costs incurred in bringing such suit or proceeding. Notwithstanding anything to the contrary provided in this Section 9.3 and without prejudice to the above procedures, any party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such party’s request for temporary relief.

9.4 Severability. If any provision of this Agreement is declared or made unenforceable, the other provisions shall remain in force and effect. The obligations of the General Agent shall survive the termination of this Agreement regardless of the cause of termination. Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision of this Agreement. General Agent may not assign this Agreement or right or obligation without the prior written consent of NCD.

9.5 Notice. Any notice to be given to NCD concerning this Agreement shall be in writing and shall be delivered to 5473 Blair Road, Suite 100, PMB 70038, Dallas, Texas 75231-4101. If any notice is to be given to General Agent, it will be sent to the last address provided by General Agent in the records of NCD. Either party may change their address by providing written notice hereunder. Any notice provided under this Agreement shall be concurrently sent by email to licensing@ncd.com. For any notice regarding material compliance violations, termination for cause, or regulatory matters, a copy shall also be sent to ceo@ncd.com.

9.6 Governing Law and Venue. This Agreement shall be governed by Texas law, excluding its choice of law rules. By executing this Agreement, and by General Agent’s relationship with NCD through this Agreement, General Agent agrees that any dispute between General Agent and NCD regarding or concerning this Agreement shall be conducted in Dallas County, Texas, subject to the Arbitration provisions set forth in Section 9.3. The parties hereto each consent to those courts’ personal jurisdiction over them, and waive any defense, whether asserted by motion or pleading, that Dallas County, Texas is an improper or inconvenient venue. General Agent must provide written notice to NCD of any claim before the initiation of any legal proceedings arising from or related to this Agreement. General Agent shall indemnify and hold harmless NCD for fees, costs, and other damages incurred by NCD due to General Agent violating the pre-action notice or filing a lawsuit in court as opposed to submitting the dispute to arbitration.

9.7 Execution. This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. This Agreement may be executed in one more counterparts, each of which shall be deemed as original. PDF signatures shall be deemed as original signatures.

9.8 Survival. The following provisions shall survive termination of this Agreement: Section 4.7 (Record Retention), Section 7 (Indemnification), Section 8 (Restrictive Covenants including confidentiality and PHI protection), Exhibit B (Business Associate Subcontractor Agreement and HIPAA obligations), and any other provisions that by their nature or express terms are intended to survive termination.

Exhibit A

Code of Business Conduct

NCD values its partnerships. Acting with integrity reflects positively on the values and reputation and is fundamental to NCD and its brands. We all must follow the law, act with integrity and honesty in all matters, as well as be accountable for our actions.

Your signature below will indicate that you have read and agree with the information below.

I agree to treat everyone, including clients, in the same manner I expect to be treated.
I will always deal fairly, treating everyone with honesty and respect.
I will not engage in unfair, deceptive, or misleading practices.
I will conduct all business, including representing the Company products with honesty, fairness and integrity.
I will not offer, promise, or provide anything in exchange for any inappropriate advantage for myself or the Company.
I will not disclose nonpublic information to anyone outside the Company, including family and friends, except when disclosure is required for business purposes. Even then, I will take appropriate steps, such as the execution of a confidentiality agreement, to prevent misuse of the information.
I will use all reasonable and appropriate efforts to cause the entry of correct information when enrolling, including not conducting an enrollment where there is justified suspicion of being provided false information.
I agree to comply with all Insurance laws and regulations and with all State and Federal laws, including those regarding fair competition.
I will study the terms and provisions of all policies to relay accurately to the member/potential buyer.
I will do the best of my ability to assist the member/potential client in selecting the product(s) that are most appropriate to the client’s needs.
All sales materials will be based on principles of fair business practices, good faith, and will be factually sound.

I will refrain from inappropriate, disparaging allegations about any competitor and their products. Comments regarding competition will be based on factual knowledge and fair comparison of features and benefits.

NCD GAA | EXHIBIT A (CBC)

Exhibit B

Subcontractor Business Associate Agreement

This Subcontractor Business Associate Agreement (“Agreement”) is by and between NCD and General Agent ("Subcontractor Business Associate") (jointly "Parties").

This Agreement is an addendum to, and incorporated into and made part of, that certain General Agent Agreement (“GAA”) between the Parties.

WHEREAS, NCD is a business associate of its customers which are covered entities;

WHEREAS, through its performance of services for or on behalf of NCD under the GAA, the Subcontractor Business Associate may have access to Protected Health Information;

WHEREAS, the Parties intend to protect the privacy and provide for the security of Protected Health Information in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (“HITECH Act”) as incorporated in Title XIII of the American Recovery and Reinvestment Act of 2009, and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the “HIPAA Regulations”) and other applicable data privacy laws;

In consideration of the mutual promises below and the exchange of information pursuant to this Agreement, the Parties agree as follows:

DEFINITIONS

“Breach” means the acquisition, access, use, or disclosure of protected health information in a manner not permitted under subpart E of 45 C.F.R. Part 164 which compromises the security or privacy of the protected health information.

“Breach Notification Standards” means the current federal standards for Notification in the Case of Breach of Unsecured Protected Health Information codified at 45 C.F.R. Part 164, Subpart D and promulgated under Section 13402 of the HITECH Act.

“Compliance Date” means, in each case, the date by which compliance is required under the referenced provision of the HITECH Act and/or its implementing regulations, as applicable; provided that, in any case for which the Compliance Date occurs prior to the date of the GAA, the Compliance Date shall mean the date of the GAA.

“DHHS” means the United States Department of Health and Human Services.

“Electronic Media” means electronic storage media, including computer hard drives, magnetic tapes or disks, optical disks, or digital memory cards, or transmission media used to exchange information already in electronic storage media, including the internet, extranet, leased lines, dial-up lines, private networks, and transmissions that are physically moved from one location to another using magnetic tape, disk, or compact disk media, consistent with the definition of “electronic media” in 45 C.F.R. 160.103.

“Electronic PHI” means PHI that is transmitted by or maintained in Electronic Media.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996.

“HITECH Act” means Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 and any and all existing and future implementing regulations promulgated under such provisions, when and as each is effective.

“Protected Health Information” or “PHI” means information that is a subset of health information, including demographic information collected from an individual, and

(1) is created or received by a health care provider, health plan, employer, or health care clearinghouse;

(2) 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 (i) identifies the individual; or (ii) with respect to which there is a reasonable basis to believe the information can be used to identify the individual; and

(3) that is transmitted by or maintained in Electronic Media, or transmitted or maintained in any other form or medium.

“Privacy Rule” means the federal standards for privacy of Individually Identifiable Health Information codified at 45 C.F.R. Parts 160 and 164, Subparts A and E.

“Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.

“Security Rule” means the federal security standard regulations codified at 45 C.F.R., Parts 160 and 164, Subparts A and C.

“Unsecured PHI” means PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through encryption or destruction.

Capitalized terms used, but not otherwise defined in this Agreement, shall have the meanings ascribed to such terms by the HITECH Act, the Breach Notification Standards, the Privacy Standards or the Security Standards.

OBLIGATIONS OF SUBCONTRACTOR BUSINESS ASSOCIATE

Section 1. Use and Disclosure of PHI. Subcontractor Business Associate will not use or disclose PHI received from, or created or received by the Subcontractor Business Associate on behalf of NCD, other than as permitted or required by this Agreement or as Required by Law. Subcontractor Business Associate shall not use or disclose PHI received from NCD in any manner that would constitute a violation of the Privacy Rule if used or disclosed by NCD or violate the minimum necessary policies and procedures of NCD. Subcontractor Business Associate may use PHI (i) for Subcontractor Business Associate’s proper management and administrative services, (ii) to carry out the legal responsibilities of Subcontractor Business Associate, (iii) to provide data aggregation services relating to the health care operations of NCD if required under the Agreement(s) as permitted by 45 C.F.R. 164.504(e)(2)(i)(B) or (iv) to report violations of law to appropriate Federal and State authorities, consistent with Section 164.502(j)(1). Additionally, Subcontractor Business Associate may disclose PHI for the proper management and administration of the Subcontractor Business Associate or to carry out the legal responsibilities of Subcontractor Business Associate, provided that the disclosures are required by law.

Section 2. Safeguards. Subcontractor Business Associate will comply with the Security Regulations with respect to PHI it receives from, creates, or maintains on behalf of NCD, and will implement all reasonable and appropriate administrative, physical, and technical safeguards necessary to protect the confidentiality, integrity and availability of the PHI, and to prevent use or disclosure of PHI not provided for by this Agreement.

Section 3. Unauthorized Use or Disclosure. Subcontractor Business Associate shall, as soon as reasonably possible and within five (5) business days of discovery, report to NCD any use or disclosure of PHI not provided for by this Agreement of which Subcontractor Business Associate becomes aware, including any Breach of Unsecured PHI and any Security Incident. An unauthorized use or disclosure will be treated as discovered by Subcontractor Business Associate as of the first day on which such use or disclosure is known to Subcontractor Business Associate.

A. The Parties agree that this paragraph constitutes notice by Subcontractor Business Associate to NCD, and no further notice shall be required with respect to the ongoing occurrence of attempted but unsuccessful Security Incidents, including pings and other broadcast attacks on Subcontractor Business Associate's firewall, port scans, attempts to log on a system or enter a database with an invalid password or username, and denial-of-services attacks that do not result in a server being taken off-line, provided that such do not result in actual unauthorized access, use, disclosure, modification or destruction of PHI or interference with an information system.

B. Notwithstanding Section II.3.A above, Subcontractor Business Associate shall maintain and make available to NCD upon reasonable request an accounting of unsuccessful Security Incidents, including the dates the unsuccessful Security Incident occurred and was discovered; the nature of the unsuccessful Security Incident; an explanation as to why the unsuccessful Security Incident was unsuccessful; and a description of any improvements or safeguards implemented as a result of the unsuccessful Security Incident.

C. Each report of a breach will address the following: (i) identify the nature of the non-permitted or violating use or disclosure; (ii) identify the Protected Health Information used or disclosed; (iii) identify who made the non-permitted or violating use or disclosure; (iv) identify who received the non-permitted or violating use or disclosure; (v) identify what corrective action Subcontractor Business Associate took or will take to prevent further non-permitted or violating uses or disclosures; (vi) identify what Subcontractor Business Associate did or will do to mitigate any deleterious effect of the non-permitted or violating use or disclosure; and (vii) provide such other information as NCD may request. Subcontractor Business Associate will mitigate, to the extent practicable, any harmful effect that is known to Subcontractor Business Associate of a use, disclosure, access or acquisition of PHI by or from Subcontractor Business Associate or its agents or subcontractors not authorized by this Agreement. In the event of a Breach, Subcontractor Business Associate will cooperate with NCD to notify, at Subcontractor Business Associate’s expense, (i) individuals whose Unsecured PHI has been, or is reasonably believed by Subcontractor Business Associate to have been, accessed, acquired, used or disclosed, and (ii) the media, as required pursuant to 45 C.F.R. § 164.406, if the legal requirements for media notification are triggered by the circumstances of such Breach. In addition to the notification costs, Subcontractor Business Associate will be liable for the other costs and expenses associated with the Breach, including without limitation, forensic costs, legal fees, and any risk mitigation steps such as credit monitoring offered to the affected individuals.

Section 4. Agents. Subcontractor Business Associate will ensure that each agent, including a subcontractor of Subcontractor Business Associate that creates, receives, maintains or transmits PHI for or on behalf of Subcontractor Business Associate, agrees to the same restrictions and conditions that apply through this Agreement to Subcontractor Business Associate with respect to such information and enters into a written contract or other arrangement that complies with the requirements of HIPAA applicable to Business Associate Agreements. Subcontractor Business Associate represents and warrants that it shall remain solely liable for the acts and omissions of any of its such subcontractors under this Agreement.

Section 5. Access. Within ten (10) days of a request by NCD for access to PHI about an individual contained in a Designated Record Set, Subcontractor Business Associate shall make available to NCD such PHI. In the event any individual requests access to PHI directly from Subcontractor Business Associate, Subcontractor Business Associate shall within ten (10) days forward such requests to NCD. Any denials of access to the PHI requested shall be the responsibility of NCD.

Section 6. Amendment. Within ten (10) days of receipt of a request from NCD for the amendment of an individual’s PHI contained in a Designated Record Set, Subcontractor Business Associate shall provide such information to NCD for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R. § 164.526. In the event any individual directs a request for amendment to PHI directly to Subcontractor Business Associate, Subcontractor Business Associate shall within two (2) business days forward such requests to the NCD.

Section 7. Accounting of Disclosures. Within ten (10) days of notice by NCD to Subcontractor Business Associate that it has received a request for an accounting of disclosures of PHI, other than disclosures related to Treatment, Payment or Healthcare Operations purposes (as those terms are defined in 45 C.F.R. § 164.501), Subcontractor Business Associate shall make available to NCD such information as is in Subcontractor Business Associate’s possession and is required for NCD to make the accounting required by 45 C.F.R. § 164.528. In the event that an individual requests such an accounting directly to Subcontractor Business Associate, Subcontractor Business Associate shall, within two (2) business days, forward such request to NCD. Subcontractor Business Associate hereby agrees to implement an appropriate record-keeping process to enable it to comply with the requirements of this Section.

Section 8. Injunction. Subcontractor Business Associate hereby agrees that NCD will suffer irreparable damage upon Subcontractor Business Associate’s breach of this Agreement and that such damages shall be difficult to quantify. Subcontractor Business Associate hereby agrees that NCD may file an action for an injunction to enforce the terms of this Agreement against Subcontractor Business Associate, in addition to any other remedy NCD may have.

Section 9. Indemnification. Subcontractor Business Associate agrees to indemnify and hold NCD and each of its affiliates, and their officers, directors and employees (the “Indemnified Parties”) harmless from and against all claims, causes of action, damages, loss, costs and expenses (including fines, penalties and reasonable attorneys’ fees) suffered or incurred by any of the Indemnified Parties and arising out of or related to a breach of this Agreement attributable to the Subcontractor Business Associate, its employees and agents, or its subcontractors, including, but not limited to, any costs and expenses incurred by NCD in providing notice to individuals of any Breach of Unsecured PHI and as otherwise specified in Section II. 3.C.

III. TERM AND TERMINATION

Section 1. Term. This Agreement shall become effective on the effective date of the GAA and, unless otherwise terminated as provided herein, shall have a term that shall run concurrently with the GAA, and shall terminate as of the termination of the GAA.

Section 2. Termination Upon Breach. This Agreement may, in accordance with HIPAA including 45 C.F.R. section 164.504(e)(2)(iii), be immediately terminated by the NCD upon written notice to Subcontractor Business Associate if NCD in its sole discretion, determines that Subcontractor Business Associate has breached a material term of this Agreement. Alternatively, in its sole discretion, NCD may give five (5) days written notice to Subcontractor Business Associate in the event that the Subcontractor Business Associate breaches any provision contained in this Agreement and such breach is not cured within such five (5) day period upon mutually agreeable terms. NCD shall also have the option to immediately stop all further disclosures of PHI to Subcontractor Business Associate if NCD reasonably determines that Subcontractor Business Associate has breached its obligations under this Agreement. In the event that termination of this Agreement is not feasible, in NCD’s sole discretion, Subcontractor Business Associate hereby acknowledges that NCD shall be required to report the breach to the Secretary, notwithstanding any other provision of this Agreement to the contrary.

Section 3. Return or Destruction of PHI upon Termination. Unless otherwise directed by NCD, upon termination of this Agreement, Subcontractor Business Associate shall either return or, at the sole discretion of NCD and upon NCD’s request, destroy, all PHI received from NCD or created or received by Subcontractor Business Associate on behalf of NCD and which Subcontractor Business Associate maintains in any form. For the avoidance of doubt, any PHI, for which Subcontractor Business Associate is the originator, must be returned to NCD. This provision shall apply to PHI that is in the possession of subcontractor, contractors or agents of the Subcontractor Business Associate. Subcontractor Business Associate shall not retain any copies of such PHI. In the event that Subcontractor Business Associate determines that returning or destroying the PHI is infeasible, Subcontractor Business Associate shall provide to NCD notification of the condition that makes return or destruction infeasible. To the extent that NCD agrees that it is not feasible for Subcontractor Business Associate to return or destroy such PHI, the terms and provisions of this Agreement shall survive such termination or expiration and such PHI, provided that Subcontractor Business Associate shall have nor use rights and Subcontractor Business Associate shall immediately return or destroy such PHI as soon as the conditions so permit.

IV. GENERAL PROVISIONS

Section 1. Effect. The terms and provisions of this Agreement shall supersede any other conflicting or inconsistent terms and provisions in any agreement(s) relating to the confidentiality of PHI between the Parties, including all exhibits or other attachments thereto and all documents incorporated therein by reference.

Section 2. Amendment. Subcontractor Business Associate and NCD agree to amend this Agreement to the extent necessary to allow either party to comply with the Privacy Rule and the Security Rule promulgated or to be promulgated by the Secretary or other relevant regulations or statutes. All such amendments shall be made in accordance with the amendment process in the GAA.

Section 3. No Third Party Beneficiaries. Nothing in this Agreement shall be construed to create any third party beneficiary rights.

Section 4. Severability. In the event that any provision of this Agreement violates any applicable statute, ordinance, or rule of law in any jurisdiction that governs this Agreement, such provision shall be ineffective to the extent of such violation without invalidating any other provision of this Agreement.

Section 5. No Waiver. No provision of this Agreement may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision.

Section 6. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Texas, excluding its conflict of laws provisions.

Section 7. Assignment. This Agreement shall not be assigned by Subcontractor Business Associate without the prior written consent of NCD.

Section 8. Relationship of the Parties. Subcontractor Business Associate and NCD agree that they are independent contractors and not agents of one another.

Section 9. Counterparts; Facsimile Signature. This Agreement may be executed by facsimile and/or in counterparts, each of which shall be an original and all of which together shall constitute one and the same binding instrument.

Section 10. Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits NCD to comply with the most current version of HIPAA.

General Agent Agreement

General Agent Agreement

Recitals

Agreement

1. APPOINTMENT OF GENERAL AGENT

2. GENERAL AGENT’S DUTIES AND RESPONSIBILITIES

3. REPRESENTATIONS AND WARRANTIES

4. ADVERTISING, MARKETING COMPLIANCE, AND COMMUNICATIONS

5. COMMISSIONS

6. SUSPENSION AND TERMINATION

7. INDEMNIFICATION

8. RESTRICTIVE COVENANTS

9. MISCELLANEOUS

Exhibit A

Code of Business Conduct

Exhibit B

Subcontractor Business Associate Agreement

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