EVENTUAL
PRODUCER AGREEMENT

Approved Salesperson Information

Per Eventual guidelines, all sales made under this agreement must be made by the individuals given access to Eventual’s producer portal, individually or collectively the “Salesperson”, who act as agents of the Producer, the agency for which the Producer works. These are the sole individuals allowed to sell under this agreement.

Producer Agreement

This PRODUCER AGREEMENT (the “Agreement”) is effective on the date that the Salesperson gains access to Eventual’s producer portal (the “Effective Date”) by and between Eventual Services LLC, on behalf of itself and the affiliates and subsidiaries, but only to the extent such affiliate or subsidiary offers a Premium Prediction Service and Premium Lock Guarantee identified in an attachment to this Agreement (collectively and individually “Company” or “Eventual”), and the “Producer” accessing Eventual’s producer portal.

1. DEFINITIONS.

1. “Client” means an individual who is enrolled in a Premium Prediction Service and for whom has paid the Company the applicable monthly payment amount.
2. “Premium Prediction Service” means one or more software-as-a-service programs offered by Company, which include the Premium Lock Guarantee. References in this Agreement to Premium Prediction Service are limited to those that Company offers pursuant to its Terms of Service. PRODUCER AGREES THAT THE PREMIUM PREDICTION SERVICE, WHICH INCLUDES THE PREMIUM LOCK GUARANTEE, IS NOT INSURANCE OR A FINANCIAL DERIVATIVE PRODUCT.
3. “Policies and Procedures” means the policies and procedures implemented by Company, including the Marketing Guidelines, and Company’s Code of Conduct, made available to Producer that relate to the Premium Prediction Service and are applicable to the marketing and sale of a Premium Prediction Service.

2. PRODUCER OBLIGATIONS.

1. Marketing. Producer hereby accepts appointment to and shall market and promote Premium Prediction Service in accordance with the terms and conditions of this Agreement.
2. Compliance with Company Policies and Procedures, Terms of Service, and All Applicable Laws.
   1. Laws. In performing the Services, Producer shall, and shall require and ensure that all employees, comply with all Policies and Procedures, applicable state and federal laws, regulations and guidelines. Producer shall also comply with applicable Marketing Guidelines, as they may be amended from time to time, and which are available as part of the training materials.
   2. Materials. Producer shall only use those marketing materials that have been approved by Company.
3. Education, Training and Oversight.
   1. Training. Prior to promoting or marketing any Premium Prediction Service, and on an annual basis thereafter, Producer shall satisfactorily review all educational materials provided by Company relating to marketing of the Premium Prediction Service.
   2. Audits, Monitoring and Oversight of Producer. Producer shall cooperate and comply with (a) Company’s audit, monitoring and oversight activities in connection with the Premium Prediction Service, and (b) any audit requirements and requests.
   3. Improper Practices. In the event Producer engages in behavior that, in Company’s discretion, is unethical, violates applicable laws, regulations or guidelines, or harms the reputation of Company, as determined by Company, Company may request in writing that Producer take appropriate corrective action. With respect to any such request, Company shall describe the allegedly improper practices with specificity and describe the corrective action, if any, that Company considers appropriate including, if necessary, the immediate cessation of Producer’s marketing of Premium Prediction Service. Producer shall promptly take corrective action to address the issues described by Company.
   4. Misconduct. Producer shall cooperate with Company regarding any inquiry or investigation resulting from a Client, Client designee, Company, provider or allegations regarding misconduct, fraud or sales and marketing misrepresentation. Producer shall immediately report to Company any complaint against Producer of which it becomes aware.
   5. Producer Overlap. In the event that more than one Producer claims entitlement to receive compensation on the sale of a Premium Prediction Service, Company shall have the right, in its sole and absolute discretion, to decide and resolve the dispute. The decision of the Company shall be final, binding, conclusive and non-appealable.
   6. Premium Prediction Service. Producer shall become and remain knowledgeable about Premium Prediction Service requirements and Producers’ obligations. Producer shall participate in and cooperate with Company’s initial and ongoing education and training efforts for all Premium Prediction Service(s) that Company has authorized Producer to market and promote.
4. Enrollment Services.
   1. Company Forms. Producer shall use Company approved enrollment applications and other Company approved forms in connection with the Premium Prediction Service.
   2. Enrollment. Producer shall solicit and procure enrollment from interested parties. Producer’s responsibilities shall include, without limitation, collecting information required by Company to timely process enrollments and transmit enrollment information to Company in a manner specified by Company and in compliance with standards and requirements established by Company. Producer shall ensure that the facts set forth by an applicant in an enrollment application are true and correct, and shall be responsible for correcting any errors. Producer understands and shall fully inform each subscriber that Company will rely solely upon these representations in enrolling an applicant, and that the subsequent discovery by Company of material facts known by applicant and either not disclosed or misrepresented on the application may result in the cancellation of service by Company.
   3. Producer understands and agrees that Premium Prediction Service cannot be effective until Eventual receives and approves all documents required for enrollment.
   4. Eligibility. An enrollment shall be effective on the day designated by Eventual. Company shall confirm the date of eligibility of each Client upon Producer’s request. However, Company shall not have any responsibility or liability to Producer for failure to maintain or provide accurate or timely eligibility information.
   5. Distribution of Information. Producer shall promptly forward to Client any information Company may provide to Producer from time to time for distribution. Producer agrees to promptly forward to Company any information from Client received by Producer that is or reasonably may be relevant to a Client’s eligibility or service status. Producer further agrees to promptly forward to Company all inquiries and other relevant correspondence received by Producer from Client. Company is permitted to have direct correspondence with Client, without involving Producer.
   6. Payment Information. Producer shall inform all prospective Clients how subscription payments for the Premium Prediction Service is to be made, as prescribed by Company, and consistent with Eventual requirements. Such notice shall be given prior to or at the time enrollment information is accepted from the prospective Client.
5. Reports. Producer shall submit to Company such reports as may be required from time to time by Company pursuant to the Policies and Procedures. Reports include uploading Client declarations page(s) of the underlying insurance policies to the Eventual platform immediately after the Premium Prediction Service has begun.
6. Records. Producer shall keep complete records of all transactions related to the Services performed under this Agreement, including, but not limited to, any records related to Client underlying insurance policies. Producer shall preserve all books and records for a period of not less than ten (10) years; the first three (3) years of which shall be in an easily accessible location at Producer’s offices. Thereafter, such records may be warehoused or stored, provided they can be made available to the Company within five (5) days of receipt of request thereof.
7. Client Information and Records. Producer shall promptly provide Company with a copy of all Client records or other information that is required to allow Company to properly fulfill its obligations to such Clients.
8. Representations, Modifications and Amendments. The parties agree that Producer shall not:
   1. Hold himself/herself/itself out as an employee, partner, joint venture or associate of Company;
   2. Hold himself/herself/itself out as an agent of Company in any manner or for any purpose;
   3. Make any representation with respect to Premium Prediction Service except as may be explicitly set forth in materials prepared and provided to Producer by Company;
   4. Make any oral or written amendments, alterations, modifications or waivers of any of the terms or conditions applicable to any of Company’s Premium Prediction Service; or
   5. Bind or attempt to bind Company in any way.
9. Litigation. Producer shall not initiate litigation in any dispute between Producer and any prospective or existing Client, without the prior written consent of the Company, which consent may be withheld by the Company for any or no reason.
10. Other Producers. Producer must request permission to appoint other Salesperson(s) to sell Premium Prediction Service. Eventual shall reply in a timely manner with approval or denial of such a request.

3. COMPANY OBLIGATIONS.

1. Appointment. Company hereby appoints Producer for purposes of marketing and selling Premium Prediction Service. Nothing in this Agreement shall preclude Company from appointing others for the purpose of marketing and selling Premium Prediction Service or other products.
2. Marketing Materials and Forms. Company shall provide Producer with copies or templates of all Eventual approved marketing brochures and materials to be used in connection with the sale of the Premium Prediction Service. Producer shall not modify or incorporate into other materials such templates without the prior written consent of Company. Producer acknowledges and agrees that Producer may incur an expense in connection with the preparation, production or reproduction of marketing materials provided or made available by Company. Such expenses are subject to Section 4(e) of this Agreement. Company shall also provide Producer with any and all forms to be used in connection with enrollment and the provision of other services under this Agreement. This Section shall not be interpreted to limit or restrict Producer’s ability to create any marketing materials subject to Company’s prior written approval. Company shall respond to any such requests for marketing material approval as soon as practical after receiving Eventual approval.
3. Training. Company shall provide initial training materials to Producer. Review of such materials shall be completed in accordance with the Company Policies and Procedures.
4. Enrollment. Company shall (i) receive enrollment materials from Producer, (ii) review such materials with respect to Company’s enrollment criteria, and (iii) submit enrollment data to Eventual. Notwithstanding the foregoing, Company reserves the right to accept or reject any enrollment, regardless of any determination made by Producer regarding completeness or eligibility.
5. Company’s Right to Service Clients. Notwithstanding any other provision of this Agreement, Company may, at any time during the term or following the termination of this Agreement, take any action and make any communication necessary to allow Company to fulfill its obligations to continue to provide service to Clients pursuant to its Terms of Service with such Clients, and Eventual requirements. Producer shall provide any information required by Company to fulfill such obligation and shall facilitate the process as and when requested by Company.
6. Non-Promotional Printed Material. Company shall be responsible for designing, printing and preparing non-promotional printed material used in the enrollment process. Company shall supply such materials to Producer or the Client, as determined by Company. Company shall cause such materials to be prepared in sufficient quantities to support the projected enrollment.
7. Rights of Company. This Agreement is subject to Company’s right to:
   1. Decline acceptance of any enrollment deemed not acceptable by Company or Eventual, as Company shall determine in its sole discretion;
   2. Amend or rescind any agreement and all other rights under the Terms of Service;
   3. Monitor the Services performed by Producer;
   4. Modify any term or condition in the Company Policies and Procedures;
   5. Establish and amend a compensation schedule for Producer.

4. COMPENSATION

1. Payment. Company shall pay Producer pursuant to the Compensation Schedule(s) attached hereto and incorporated herein, for the applicable Premium Lock Service for each Client enrolled by Producer pursuant to enrollment accepted by the Company. Any compensation shall only be paid for Clients enrolled by Producer in a Premium Prediction Service as confirmed by Eventual.
2. Waiver of Objections. Producer shall waive any objection to information contained in a monthly statement provided by Company to Producer unless Producer provides Company written notice of such objection within thirty (30) days after Producer’s receipt of the statement.
3. Splitting Compensation. Producer agrees, that under no circumstances shall Producer give any part of compensation received by Producer for the sale of Premium Prediction Service to any Client or to any other third party who assisted Producer in making a sale. Notwithstanding the foregoing, Producer acknowledges and agrees that Company does not pay split commissions.
4. Company Control of Accounts. Producer agrees that Company shall have full control of and discretion as to the collection, adjustment or compromise of any or all Eventual payments. In the event a Client is retroactively dis-enrolled or denied enrollment, Producer shall lose all right to compensation from future Subscription payments for such Voluntary Client.
5. Expenses. Company shall not be responsible for any expense(s) incurred by Producer in the performance of this Agreement unless Company provides written notice to Producer in advance of the occurrence of such expense that Company will reimburse Producer, as applicable, for specifically identified expenses.
6. Amounts Owed Company. Company reserves the right to offset against any compensation owed to Producer any amounts Producer owes to Company under this Agreement, in accordance with the terms in attached.
7. Client Hold Harmless. Producer agrees that in no event, including, but not limited to, nonpayment by Company or the insolvency of or breach of this Agreement by Company, shall Producer bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement from, or have any recourse against a Client, or other person acting on a Client’s behalf, other than Company, for payments that are the financial responsibility of Company under this Agreement.

5. TERM AND TERMINATION

1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect indefinitely from the Effective Date, unless either party provides the other with sixty (60) days prior written notice of non-renewal or otherwise terminates this Agreement as set forth in this Section 5.
2. Termination Without Cause. Either party may terminate this Agreement without cause upon thirty (30) days prior written notice to the other party. The termination of this Agreement shall not affect the obligations of either party to the other with respect to any continuing obligations arising prior to termination of this Agreement.
3. Termination With Cause. Company may immediately terminate this Agreement for cause upon written notice to Producer upon the occurrence of any of the following events:
   1. The failure of Producer to comply with (i) Company Policies and Procedures, or (ii) the Voluntary laws and regulations, including the Eventual Marketing Guidelines;
   2. The failure of Producer to otherwise conform to the terms and conditions of this Agreement; or
   3. The conviction of Producer or any of its principals, shareholders, directors or officers of a felony crime or any other crime involving moral turpitude;
4. Automatic Termination. This Agreement will terminate automatically upon the occurrence of any of the following events:
   1. If Producer is an individual, upon the death of the individual.
   2. If Producer is a partnership, upon the death of any partner or any change in the partners composing the partnership, or dissolution of the partnership for any reason.
   3. If Producer is a corporation, upon the dissolution of the corporation or disqualification of the corporation to do business under applicable state laws.
   4. Producer’s business is sold, transferred or merged and Company has not consented to such sale, transfer or merger or has not appointed the successor.
   5. Producer becoming unable to pay debts as they mature, making an assignment for the benefit of creditors, or becoming the subject of a bankruptcy, insolvency, or similar proceedings.
5. Termination for lack of production. Prior to termination, Company will notify the Producer by email or mail of its intent to terminate the agreement due to lack of production. A thirty (30) day final termination notice shall then be emailed or mailed to the address on record informing the Producer of such action. If during this thirty (30) day period the Producer demonstrates a renewed effort to increase enrollment submission, this will in effect revive the Agreement. Company shall make exceptions to this clause if a formal request in writing is made by the Producer in advance stating a leave due to medical or personal reasons.
6. Suspension and Corrective Action of Producer. In the event that Company becomes aware of allegations, through Client complaints or otherwise, that Producer may have engaged in conduct in violation of this Agreement, Company may suspend Producer’s authority under this Agreement pending Company’s final outcome of an investigation of such allegations. During the time such suspension is in effect, Producer may not market or promote the Premium Prediction Service; provided, however, that Company shall continue to pay compensation in accordance with the terms and conditions of this Agreement on Producer’s existing business submitted prior to the date of the suspension. The company reserves the right to initiate correction action against Producer where the Company has determined Producer has engaged in any conduct in violation of this Agreement.
7. Continuing Compensation Payments Following Termination.
   1. In the event that Company terminates this Agreement in accordance with Section 5(c) and 5(d), Company’s obligation to pay any compensation hereunder shall cease as of the effective date of such termination.
   2. In the event Company terminates this Agreement in accordance with Section 5(a), 5(b), or 5(e), Company shall continue to make payment to Producer in accordance with attached for (a) all Clients who are enrolled in a Premium Prediction Service as of the effective date of termination for whom Producer is named as the agent of record and (b) all Clients for whom Company has approved enrollment as of the effective date of termination, are subsequently enrolled in a Premium Prediction Service, and for whom Producer is named as the agent of record, provided that all terms and conditions for payment of commissions to Producer under this Agreement continue to be met.
      The obligation of Company to pay such compensation to Producer shall cease in the event that Producer, at any time while payments continue, engages in any of the conduct set forth in Section 5.c, above, which would have given rise to a termination for breach. This Section 5.g(ii) shall survive termination of this Agreement.
8. Communications Following Termination. In the event of termination or notice of termination of this Agreement, the parties agree that they will not thereafter make any written or oral statement or communication to any Client that disparages or criticizes the other party or the quality of services provided thereby.

6. CONFIDENTIAL AND PROPRIETARY INFORMATION

1. Confidential Information. During the term of this Agreement and in the course of Producer’s performance hereunder, Producer may receive and otherwise be exposed to certain confidential and proprietary information relating to Company’s business practices, strategies, and technologies (“Confidential Information”).
   Confidential Information shall also include, but not be limited to, information related to marketing and customer support strategies; Company’s financial information, including sales, costs, profits and pricing methods; Company’s internal organization, employee lists, Client lists; and information of third parties as to which Company has an obligation of confidentiality.
2. Non-Disclosure of Confidential Information. Producer acknowledges the confidential and proprietary character of all Confidential Information that Producer may have access to or become acquainted with, and agrees that all such Confidential Information is the sole, exclusive, and extremely valuable property of Company. Accordingly, Producer agrees to not (i) circulate, otherwise share, distribute or reproduce any of the Confidential Information without Company’s prior written consent; (ii) use the information except in the performance of the Agreement, or (iii) divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement. Upon termination of this Agreement for any reason, including expiration of the term of this Agreement, Producer agrees to cease using and to return all whole and partial copies and excerpts, derivatives, summaries, or analyses of the Confidential Information, whether in Producer’s possession or under Producer’s direct or indirect control.

7. MISCELLANEOUS.

1. Relationship of Parties. Company and Producer are independent legal entities. Nothing in this Agreement shall be construed or be deemed to create a relationship of joint venture or of employer and employee between Company and Producer. Producer shall pay any payroll or employment taxes that are due to any taxing authority by virtue of Producer’s work under this Agreement. Producer shall comply with workers’ compensation laws as applicable to Producer.
2. Non-Exclusivity. This is not an exclusive arrangement. Company shall not have the exclusive right to the services of Producer and Producer shall have the right to market any other Premium Prediction Service under any name in association with any other party. Similarly, Company shall be free to retain the services of any other brokers or agents to market the Premium Prediction Service and nothing in this Agreement shall be construed to limit the right of Company to market the Premium Prediction Service using the services of any other brokers or agents. Nothing in this Agreement shall preclude Company from using its own employees to market Premium Prediction Service or any other product offered by the Company.
3. Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
4. Assignment. Producer shall not assign or otherwise transfer any of the rights, duties or obligations under this Agreement without the prior written consent of Company, such consent not to be unreasonably withheld.
5. Waiver. Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or different provision.
6. Severability. In the event that any provision of this Agreement is rendered invalid or unenforceable by any valid law or regulation of the applicable state identified, or of the United States, or declared void by any tribunal of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.
7. Amendment. No amendment or modification of this Agreement shall be effective unless agreed to in writing by Company and Producer; provided:
   1. Company may amend this Agreement, including the Fee Schedule, upon thirty (30) days prior written notice to Producer. Such amendment shall become effective at the end of the thirty (30) day notice period unless a later effective date is specified in the notice; or Producer provides Company with ten (10) days prior written notice of termination of this Agreement by Producer. An amended Fee Schedule shall apply prospectively only to new policy applications submitted to the Company by Producer on or after the effective date of the amendment. Payment for policies issued prior to the effective date of any amended Fee Schedule shall be governed by the Fee Schedule in effect at the time of issuance of such policy.
   2. Company may amend this Agreement at any time as a result of legislative, regulatory or legal requirements, without consent of Producer. Any such amendment will be effective immediately on the effective date of the requirement.
8. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by email, sent by facsimile transmission, or sent by regular U.S., mail or certified, registered or express mail, Federal Express (or similar overnight courier service), postage prepaid. Any facsimile transmission shall be confirmed by another method permitted hereunder. Any such notice shall be deemed received either (1) at the date and time when so delivered personally or by email or sent by facsimile transmission (assuming facsimile transmission is confirmed as required by the preceding sentence), or (2) if mailed, three (3) days after the date of deposit in the mail, addressed as follows:
   If to Producer, at the address set forth in the Cover Sheet.
   If to Company: 35 White St, Floor 6, New York, NY 10013.
   Either party may change the address or person designated to receive such written notice by notifying the other party in accordance with this Section 7(h).
9. Indemnification. Producer shall be solely responsible for and hereby agrees to defend, indemnify and hold harmless Company and any and all of Company’s directors, officers, affiliates, agents, contractors, and employees, from and against any and all claims, demands, lawsuits, causes of action, liability, losses, damages (of every kind and nature) costs, expenses (including, without limitation, reasonable attorney, expert and accountant fees) arising out of or related to (i) any negligent or otherwise wrongful act or omission of Producer, or of any partner, director, officer, shareholder, employee or agent of Producer in connection with this Agreement, including any breach of this Agreement.
10. No Third Party Beneficiary. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation, other than the parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns.
11. Governing Law. This Agreement shall be governed by and construed according to federal law to the extent federal applies, and otherwise by the laws of the state where the Eventual affiliate or subsidiary accessing the Services pursuant to this Agreement is sitused.
12. Incorporation of Other Legal Requirements. Any provisions now or hereafter required to be included in the Agreement by any Federal or State governmental authority with competent jurisdiction over the subject matter hereof including but not limited to Eventual, shall be binding upon and enforceable against the parties hereto and deemed incorporated herein, irrespective of whether or not such provisions are expressly set forth in this Agreement.
13. Entire Agreement. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof. No promises, terms, conditions, or obligations other than those contained herein shall be valid or binding. Any prior agreements, statements, promises, either oral or written, made by any party or agent of any party with respect to the subject matter hereof that are not contained in this Agreement are of no force or effect.
14. No Subcontractors. Producer shall not enter into any subcontracts for the performance of Producer’s duties and obligations under this Agreement.