Member Registration

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Confidentiality and Non-Disclosure Agreement

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The Brokers LLC, a Texas Limited Liability company (“Discloser”), and the undersigned corporation, limited liability company, organization, individual or other entity (the “Undersigned”), hereby agree as of the date set forth below, that in consideration of Undersigned's opportunity to review Confidential Information (defined below) for the sole purpose of the Undersigned's consideration of participating in Discloser's Program for the agency (the “Due Diligence”), the Undersigned will not use or disclose any Confidential Information. Such Confidential Information, however, may be disclosed by the Undersigned to those employees, contractors and advisors of the Undersigned who will be informed of the confidential nature of the Confidential Information and agree to be bound by this Agreement.

“Confidential Information” shall refer to all information of any kind of Discloser, whether or not it meets the statutory definition of trade secret and whether or not it is disclosed orally, visually, in writing or electronically. In furtherance of the foregoing, the term Confidential Information shall include, but is not limited to, business information, plans, business ideas, formulas, financial information, business methods and procedures, and prices, as well as actual trade secrets, including compilations, programs, devices, methods, know-how, techniques, or processes that derive independent economic value, actual or potential, from not being generally known to and not being readily as certain able by proper means by other persons who can obtain economic value from such information, and further included any reports, analyses or notes that are based on, reflect or contain any Confidential Information.

Notwithstanding the above, there are no obligations or restrictions with respect to any information which:

1. was known to the Undersigned prior to the disclosure by the Discloser;
2. is or becomes publicly known other than by the Undersigned’s breach of its obligations here under;
3. is developed by the Undersigned independently of any Confidential Information received from the Discloser;
4. is received by the Undersigned from a third party unless the Undersigned knows or should know that such third party is in breach of a confidentiality obligation to the Discloser; or
5. is compelled to be disclosed by court order or process of law.

All Confidential Information disclosed by Discloser to the Undersigned shall remain the property of Discloser and shall be maintained in confidence and used by Undersigned only for the limited purposes necessary for the Due Diligence. Neither this Agreement nor the disclosure of Confidential Information hereunder shall be construed as

1. granting rights by license or otherwise in any Confidential Information to the Undersigned or
2. creating any representations or warranties of any kind in the Confidential Information by the Discloser.

Upon completion of the Due Diligence, the Undersigned will either (as elected by Discloser) destroy or return all Confidential Information provided by Discloser. If Discloser orders Confidential Information destroyed; the Undersigned will provide to Discloser an affidavit of destruction. The provisions of this Agreement restricting the use and Disclosure of Confidential Information shall be binding on Undersigned for a period of seven (7) years from the date hereof.

The Undersigned agrees that in the event of a breach of this Agreement, Discloser would be irreparably harmed and could not be made whole by money damages alone. Therefore, this Agreement shall be enforceable by all remedies at law or in equity, including the right to enjoin any further breach. Undersigned agrees to waive any requirement for security or posting of any bond in connection with such remedy for breach of this Agreement and acknowledges that equitable relief shall not be exclusive but shall be in addition to any other remedy in this Agreement or at law or in equity. Discloser, in any such action, also be entitled to recover all damages and attorneys’ fees. This Agreement shall be governed under the laws of the State of Texas without regard to conflict of laws principles. The Undersigned irrevocably agrees that any legal action or proceeding with respect to this Agreement will be brought in the state and federal courts located in Denton County, Texas.

The Brokers, LLC

Affiliate Agent Agreement

This Brokerage Agreement (the “Agreement”) is entered into on September 11, 2024 (“Effective Date”) by and between The Brokers LLC and its subsidiary offices, herein referred to as The Brokers, and your agency, herein referred to as Affiliate Agent.

WHEREAS Affiliate Agent desires to place business with The Brokers, and The Brokers desires to consider such business.

NOW, THEREFORE, The Brokers and Affiliate Agent agree to be bound by the following terms and conditions with respect to such offerings:

1. LEGAL RELATIONSHIP

   Affiliate Agent, in placing business under this Agreement, recognizes that it is acting as a representative of a potential insured and is not the agent, representative or employee of The Brokers and/or any of its subsidiary companies. Nothing in this Agreement shall be construed to imply an employer-employee relationship between The Brokers and Affiliate Agent.

2. AFFILIATE AGENTS’ AUTHORITY

   Subject to the terms of this Agreement, the Affiliate Agent shall:
   1. Solicit applications for insurance.
      1. Bill and collect premiums on all policies, contracts, binders, riders, and endorsements placed pursuant to this Agreement.
      2. Maintain a sufficient staff to perform his/her duties under this Agreement.
      3. Hold all money received pursuant to this agreement in a fiduciary capacity in an account separate from Affiliates money. Affiliate Agent may not co-mingle their funds with funds received hereunder.
   2. Affiliate Agent has no authority to bind, make, alter, vary, issue, or discharge any insurance policy, extend the time for payment of premiums, waive or extend any policy obligation or condition, or incur any liability on behalf of Wholesaler or the insurers.

3. LICENSING

   Affiliate Agent warrants that it is properly licensed to transact business as a broker in accordance with the provisions of Affiliate Agent’s commercial domicile or any state in which Affiliate Agent transacts business and shall always, throughout the term of this Agreement, maintain all appropriate and valid insurance licenses. If the Affiliate Agent’s licenses are revoked, suspended, or not renewed for any reason whatsoever, the Affiliate Agent shall promptly notify The Brokers by overnight mail or email, but in any event, no later than within forty-eight (48) hours of any such revocation, suspension, or non-renewal. The Brokers shall have the right, upon written request, to require proof of such valid insurance licenses. Any breach of this Section shall be deemed a material breach under this Agreement.

4. PAYMENT OF PREMIUMS

   Affiliate Agent agrees to collect and remit to The Brokers the total annual premium due for agency-billed policies unless otherwise agreed to in writing by The Brokers prior to or at the time of the inception date of each binder or policy. Affiliate Agent shall hold all premium monies received by The Brokers in a fiduciary capacity for the benefit of The Brokers and the insurance carrier with which The Brokers is doing business.

5. GUARANTEE OF PAYMENT

   1. In consideration of The Brokers accepting business from the Affiliate Agent, the Affiliate Agent guarantees payment to The Brokers of all earned premiums including, but not limited to, deposits and endorsements on all policies of insurance placed by the Affiliate Agent with The Brokers, except as provided in Section VI of this Agreement. Such payment is due to The Brokers whether the Affiliate Agent has collected the premium.
   2. Affiliate Agent agrees to pay The Brokers a return commission on all return premium adjustments at the same rate that was originally applied to such coverage. Affiliate Agent understands that The Brokers, without limitation of its other rights and remedies, reserves the right to cancel any policy for non-payment of premium subject to the terms of such policy and in accordance with applicable law. If The Brokers determines in its reasonable discretion that it is necessary to seek payment of earned premiums through third-party collection, the Affiliate Agent shall pay all costs and reasonable attorney fees incurred by The Brokers for such collection.
   3. In the event the Affiliate Agent arranges premium financing on behalf of any insured, that transaction will not include The Brokers as a party, and the Affiliate Agent shall remain fully liable to The Brokers for any payment of premiums due. Affiliate Agent further guarantees that it will be responsible for the return of all premiums due to a premium finance company if funds are directly released to them.

6. UNCOLLECTABLE ADJUSTABLE PREMIUMS

   Additional premiums that have been determined by annual or interim audits and/or retrospective rating adjustments are fully earned on the last date that coverage was in effect. Affiliate Agent is relieved of the responsibility for the collection of such premiums within thirty (30) days from the date of The Brokers invoice when the Affiliate Agent notifies The Brokers in writing that the Affiliate Agent has made diligent efforts to collect such premiums but is unable to do so. Affiliate Agent waives any right to commission payment under the provision if premiums are subsequently collected by The Brokers.

7. CANCELLATION OF POLICIES

   Affiliate Agent must submit any requests for cancellation of policies placed pursuant to this Agreement to The Brokers, the MGA or the Carrier in writing. Earned and unearned premiums on a policy canceled after its effective date will be calculated in accordance with the policy’s cancellation provisions. Affiliate Agent shall return all unearned commissions on canceled policies (or other chargebacks). Policies placed pursuant to this Agreement will only be canceled flat if the Affiliate Agent provides acceptable evidence for cancellation to The Brokers prior to the effective date of the policy, such cancellation is in accordance with applicable law, rule, or regulation, and only with The Brokers written consent.

8. RESPONSIBILITIES OF THE AFFILIATE AGENT

   1. The Brokers understands that in providing coverage, The Brokers is relying upon the accuracy of information provided by the insured through the Affiliate Agent and submitted to The Brokers. It is the responsibility of the Affiliate Agent to disclose to The Brokers the existence of any condition that the Affiliate Agent is or should reasonably be aware of that may affect the insurability of the insured.
   2. Further, it is the responsibility of the Affiliate Agent to inform The Brokers as to the type and amount of insurance coverage to be considered for question. The Brokers assumes no responsibility towards the Affiliate Agent regarding the adequacy, amount or form of coverage obtained through any insurance carrier.
   3. Affiliate Agent assumes full responsibility for servicing each insured. Affiliate Agent shall refer any underwriting questions or issues to The Brokers or Affiliate Agents assigned underwriter.
   4. The Affiliate Agent must maintain appropriate records in accordance with the department of insurance requirements for each state they are writing business. The Brokers reserves the right to inspect, audit or demand proof of records as needed.

9. RIGHT TO AUDIT

   1. The Brokers has the right to enter onto the premises of any of the Affiliate Agents' business locations during normal business hours to inspect, audit, copy, and make extracts from any records and documents maintained by the Affiliate Agent relating to business transacted by the Affiliate Agent and The Brokers under this Agreement. Affiliate Agent shall cooperate and aid The Brokers in the performance of such audit or inspection.

10. RESPONSIBILITIES OF THE BROKERS

    1. The Brokers, upon receipt of Affiliate Agent applications and information necessary for underwriting, will determine if the prospective insured is suitable for submission to the insurance carriers it represents. If The Brokers determines the risk is suitable, it shall attempt to obtain the requested coverage. Affiliate Agent is solely responsible for reviewing the terms of each policy issued pursuant to this Agreement, including renewal policies, and communicating such terms to the insured.
    2. The Brokers shall have the absolute right to decline any business submitted by the Affiliate Agent. Requests to bind coverage on a new or renewal policy must be sent to The Brokers in writing and be received by the Affiliate Agent on or before the inception date of coverage.

11. COMPENSATION

    1. The Brokers shall pay the Affiliate Agent a percentage of the premium for business produced by the Affiliate Agent and placed through The Brokers as agreed upon by the parties for such business during the term of this Agreement.
    2. Affiliate Agent shall refund return commission on policy cancellations or reduction in coverage, in each case, at the same rate at which such commissions were originally earned.
    3. Affiliate Agent shall be paid a percentage of premium for business written pursuant to the agreed upon commission schedule negotiated by The Brokers with the carriers and MGA’s they represent. Commission schedules are subject to change and The Brokers will provide current schedules at the Affiliate Agents request.
    4. If, upon termination of this Agreement for any reason other than for cause, and the Affiliate Agent has properly accounted for and paid to The Brokers all monies due on policies placed by The Brokers, The Brokers will pay commission to the Affiliate Agent based on the current commission schedule for a period of 12 consecutive months. This will be subject to a 90-day waiting period. Affiliate Agent will not receive any commission for Affiliate Agents policies still on The Brokers’ books after this 12-month period.
    5. In addition to any other rights or remedies which The Brokers may be entitled to exercise (under this Agreement or otherwise), all of which rights and remedies are cumulative, The Brokers shall be entitled to off-set any amount payable (under this Agreement or otherwise) by The Brokers to Affiliate Agent, or any successor or assign of Producer, against any amount determined by Agency to be payable (under this Agreement or otherwise) to Agency by Producer or any successor or assign of Producer.

12. INDEPENDENT CONTRACTOR

    Affiliate Agent is an independent contractor and the relationship between the parties is not one of partners, employee/employer, joint venture, or franchisee/franchisor. As an independent contractor, Affiliate Agent is solely responsible for timely and correctly reporting and paying:
    1. All of Affiliate Agents federal, state, and local income, self-employment, and other taxes.
    2. All expenses in connection with Affiliate Agent obligations under this Agreement.

13. CLAIMS

    Affiliate Agent will promptly report all claims, losses, or potential claims against any policy written pursuant to this Agreement to The Brokers and insurer. Affiliate Agent agrees to fully cooperate with the staff of The Brokers, any applicable insurance carrier, any assigned adjuster, or the designee of any or all the foregoing to facilitate the investigation and adjustment of any and all claims. Affiliate Agent has no authority to assign losses to be adjusted, nor may he/she negotiate or settle any loss.

14. ADVERTISEMENT

    Affiliate Agent shall not place any advertisement or use any advertising material, in any form whatsoever, bearing the name of The Brokers or any of The Brokers’ affiliates without the prior written consent of The Brokers. Such approval shall not, in any event, be construed as charging or binding The Brokers to bear any cost or expenses related to such advertisement. The Brokers shall not issue or circulate any illustration, circular, statement or memorandum of any sort misrepresenting the terms, benefits, or advantages of any policy issued pursuant to this Agreement.

15. CONFIDENTIALITY

    All non-public, confidential, or proprietary information including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed on or after the Effective Date by either party or any of its affiliates, (the “Disclosing Party”) or any of the Disclosing Party’s employees, officers, directors, partners, shareholders, members, managers, agents, attorneys, accountants, wholesalers, advisors, vendors, insurers, insurance intermediaries or other representatives (collectively, “Representatives”) to the other party or any of its affiliates, (the “Receiving Party”), or to any of the Receiving Party’s Representatives, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, and shall not be disclosed, used, or copied by the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party agrees to use the Confidential Information only in the context of this Agreement. The Disclosing Party shall be entitled to seek specific performance and injunctive relief and other equitable relief as a remedy for any violation of this Section.
    1. Exclusions from Confidential Information. Confidential Information does not include information that is
       1. in the public domain other than as a result of, directly or indirectly, any violation of this Agreement by the Receiving Party;
       2. known to the Receiving Party at the time of disclosure as established by documentary evidence;
       3. rightfully obtained by the Receiving Party on a non-confidential basis from a third party; provided that the Receiving Party reasonably believes such third party was not prohibited from providing access to such Confidential Information by a legal, fiduciary or contractual obligation; or
       4. independently developed by the Receiving Party or any of its Representatives, as established by documentary evidence, without reference to or use of any of the Disclosing Party’s Confidential Information.
    2. Return or Destruction of Confidential Information. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided, however, that the Receiving Party may retain copies of Confidential Information:
       1. in order to comply with applicable law or regulation
       2. to comply with the Receiving Party’s records management or similar policy
       3. that are stored on the Receiving Party’s IT backup and disaster recovery systems until the ordinary course deletion thereof
       The Receiving Party and its Representatives shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information. This Section shall survive any expiration or termination of this Agreement.
    3. Required Disclosure. Any disclosure by the Receiving Party or any of its Representatives of any of the Disclosing Party’s Confidential Information required by applicable law, regulation, or legal, regulatory, or judicial process (a “Legal Order”) shall be subject to the terms of this Section. Before making any such disclosure, the Receiving Party shall provide the Disclosing Party with written notice of such requirement to the extent not prohibited by law or regulation so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; provided, however, that no such notice shall be required if the Receiving Party is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight by regulatory authorities with jurisdiction over the Receiving Party. If, after providing such notice and protective order or other remedy, the Receiving Party remains subject to the Legal Order to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential information which, on the advice of the Receiving Party’s legal counsel, such Legal Order specifically requires the Receiving Party to disclose, as per the applicable court or agency orders.
    4. No Representations or Warranties. The Disclosing Party makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Receiving Party. The Disclosing Party shall not be liable to the Receiving Party relating to or resulting from the use of any of the Confidential Information or any errors therein or omissions therefrom.

16. INDEMNIFICATION

    The Brokers agrees to indemnify and hold harmless Affiliate Agent, and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, including reasonable attorney’s fees, costs, or other expenses incurred by Affiliate Agent arising directly from any acts, omissions, or breach of this Agreement by The Brokers to the extent that The Brokers is legally liable. In addition, Affiliate Agent agrees to indemnify and hold harmless The Brokers, any affiliated company, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, including reasonable attorney’s fees, costs, or other expenses incurred by The Brokers arising directly from any acts, omissions, or breach of this Agreement by Affiliate Agent to the extent that Affiliate Agent is legally liable.

17. OWNERSHIP/CONTROL OF OPERATIONS

    Affiliate Agent having accounted for and paid all premiums for which Affiliate Agent may be liable, the Affiliate Agent's records and the use and control of expiration shall remain the property of the Affiliate Agent and left to the Affiliate Agent's undisputed possession and control; provided, however, in the event Affiliate Agent has not accounted for and paid all premiums at the time this Agreement is terminated, the undisputed possession and control of such expirations shall vest with The Brokers. Subject to the foregoing statement, The Brokers will not use such information to solicit insurance and shall not disclose such information to anyone other than any company, agency, or underwriter represented by The Brokers in connection with this Agreement.

18. TERMINATION

    The affiliate member may decide to sever their relationship with The Brokers, LLC. In such case, the affiliate member may roll his/her book of business out of The Brokers, LLC as each policy comes up for renewal or later over 12 months following the effective date of the affiliate member’s written notice to The Brokers, LLC. If the affiliate member elects to roll the entire book of business immediately, the affiliate member will pay a commission to The Brokers, LLC. equal to fifty percent of the commission received from the associated carrier appointments via The Brokers, LLC platform for the previous 12 months to The Broker’s LLC within thirty days of written notice, based on the receipt date of The Brokers LLC. If this contract is terminated due to death, then the fifty percent penalty will be waived. Such termination, however, will not affect all other rights of the parties including, but not limited to, coverage, obligation to pay premium, commission payable and return commission due on the date of termination. The Brokers may terminate this Agreement immediately for cause, with or without notice to the Affiliate Agent, if any of the following events occur:
    1. Affiliate Agent is charged with or convicted of any felony or crime involving an element of theft or dishonesty.
    2. Affiliate Agent fails to maintain insurance broker or producer licenses in each state in which it conducts business.
    3. Affiliate Agent becomes insolvent or bankrupt, is generally not paying its debts as become due or makes an assignment for the benefit of creditors, or Affiliate Agent causes or suffers an order for relief to be entered with respect to it under applicable Federal bankruptcy law or applies for or consents to the appointment of a custodian, trustee, or receiver for the Affiliate Agent or for a major part of its property; or
    4. The merger or consolidation of Affiliate Agent into any other entity, or the sale or transfer of substantially all the assets of Affiliate Agent or a majority of its issued and outstanding stock without the prior written approval of The Brokers

19. EVIDENCE OF INSURANCE

    Affiliate Agent agrees to maintain an Errors and Omissions Liability Insurance Policy with a per claim limit and an aggregate limit each of not less than $1,000,000, underwritten by an insurer rated not less than A- by the A.M. Best Company. Affiliate Agent further agrees to attach to this Agreement a certificate of insurance evidencing valid and active coverage at all times while this Agreement is in effect. Affiliate Agent must notify The Brokers of any E&O claim made against Affiliate Agent within 48 hours of notification.

20. COMPLETE AGREEMENT

    This Agreement replaces all other previous agreements or contracts, whether oral or written, and shall continue in full force and effect until amended, suspended, or terminated. This signed Agreement incorporates all the previous and contemporaneous discussions, representations, understandings, and Agreements between the parties with respect to the subject matter. The terms and conditions expressed in this Agreement shall not be altered except in writing, signed by an authorized officer of The Brokers and an officer of The Brokers.

21. ASSIGNMENT

    This Agreement shall not be assigned, and the Affiliate Agent shall not assign or delegate any of the Affiliate Agent's rights, interests, or obligations under this Agreement without the express written consent of The Brokers.

22. CONSENT

    By continuing to engage in business transactions with The Brokers, you acknowledge and consent to the sharing of certain information related to your business. This information may include but is not limited to:
    • Company name and address
    • Contact information (e.g., phone numbers, email addresses)
    • Agency records and statements
    • Agency Management System name and agency level information Sales and marketing data
    • Intellectual property details (e.g., trademarks, patents) Operational information (e.g., processes, technologies)
    • Employee or contractor details (as relevant to business collaboration)
    We may share this information with our trusted partners, affiliates, or service providers for future carrier appointments and legitimate business purposes, marketing, customer support, or other necessary operational activities.

23. WAIVER

    No waiver or modification of this Agreement shall be effective unless it is in writing and signed by a duly authorized officer of The Brokers. The failure of The Brokers to enforce any provision of this Agreement shall not constitute a waiver by The Brokers of any such provision. The past waiver of a provision by The Brokers or Affiliate Agent shall not constitute a course of conduct or a waiver in the future of that same provision.

24. SEVERABILITY

    If any provision hereof shall be held to be invalid or unenforceable, such legal defect shall not affect any other provision of this Agreement.

25. ARBITRATION

    Affiliate Agent, their heirs, estate, or any interested party related to Affiliate Agent, and The Brokers agree to participate in binding arbitration in the State of Texas to settle any disputes or challenges as it relates to this agreement or application of any section within this agreement.

26. JURISDICTION

    This Agreement shall be governed by the laws of the State of Texas, and any legal proceeding in connection with this Agreement shall be brought only in a court of competent jurisdiction in the State of Texas.

27. SURVIVAL OF OBLIGATIONS

    The obligations of the parties in this Agreement that by their nature continue beyond the termination of the Agreement shall survive any such termination.

INTENDING TO BE LEGALLY BOUND, the Parties have executed this Agreement as of the Effective Date.