Embark ACCC Express Agreement

THIS AGREEMENT is made by and between Embark Holdco Management, LLC. and it’s affiliates (hereinafter referred to as “Manager”)

and (hereinafter referred to as “Producer”).

BY COMPLETING THIS AGREEMENT, PRODUCER GRANTS MANAGER RIGHTS TO USE EXISTING DOCUMENTS THAT WERE ON FILE WITH ACCC, INCLUDING BUT NOT LIMITED TO ACH AND EFT FORMS, STATE LICENSE INFORMATION, E&O INSURANCE, AND OTHER DATA NECESSARY TO EXPEDITE APPOINTMENT TO MANAGER.

WHEREAS, Producer held a current valid appointment with ACCC or its affiliates and hereby elects to seek appointment with Manager and further warrants that all terms and conditions contained in the Producer Agreement applicable to ACCC, including, but not limited to unauthorized acts, duties, warranties, commissions, and claims, shall also apply to Manager; and

WHEREAS, Producer hereby grants Manager and its agents access to any and all data on file, including, but not limited to copies of license(s), EFT, ACH, E&O insurance, W-9 (if applicable), etc. necessary to facilitate the appointment with Manager; and

WHEREAS, Producer has a minimum of $300,000 E&O policy in place and agrees to indemnify and hold harmless Manager with said policy all affiliates, successors, and assigns; and

WHEREAS, Manager acts as a Managing General Agent for various insurance companies; and

WHEREAS, producer holds a valid and existing property and casualty license as an agent as required by law and any governmental entity; and agrees to comply with all laws and regulations affecting its operation and to maintain its qualifications for licensing by appropriate authorities; and

WHEREAS, Producer desires to solicit business from time to time with insurers represented by Manager, which business such insurers in their sole discretion may accept or reject; and

WHEREAS, Producer agrees to apply with all applicable requirements of Manager as necessary, including, but not limited to executing a new or revised Producer Agreement as necessary; and

WHEREAS, Producer hereby warrants that there has been no change in the legal status of his or her license, no new or pending administrative actions, no civil suits seeking financial damages (submit additional documentation as NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:

Prior Forms

Producer agrees to grant Manager the rights to use ACH forms, EFT forms, electronic banking withdrawal and deposit forms, Producer signatures on file, staff contact information, Producer email and online preferences, W9 forms etc., that were used under the prior agreement with ACCC. On a go forward basis, Manager can rely on these forms for current and future business as if these agreements were made with Manager.

PART 1 AUTHORITY

1.1 General Authority. Producer’s authority is limited to only that necessary for it to perform its duties and obligations under this Agreement. Producer’s authority also is limited by the specific limitations and restrictions set forth in this Agreement, including but not limited to, those unauthorized acts under 1.3. No power or authority shall be implied from the grant or denial of any power or authority specifically mentioned in this Agreement. The authority granted under this Agreement is non-exclusive.

A. Subject to all terms of this Agreement and any applicable state or federal laws, Producer is authorized to:

(1) Solicit, prepare, accept and transmit application only with respect to those lines of business listed on the schedule, attached hereto as “Addendum No. 1”.

(2) Deliver policies and endorsements to Producer’s client(s), only with respect to business which has been accepted by Producers client(s).

(3) Collect and remit premiums to Manager.

B. Subject to applicable state and/or federal laws, Manager reserves the right, in its sole discretion, to refuse to consider or to decline any application for any Insurance Product, or offer to issue any Insurance Product on terms and conditions different than applied for, or to terminate, rescind, or non-renew any Insurance Product issued by Manager. Manager may also, at any time and in its sole discretion, alter or discontinue offering any Insurance Product or line of business, or change any of its underwriting guidelines. Manager may take these actions irrespective of any effect they may have upon Producer.

1.2 Independent Status. Producer is an independent contractor relative to Manager. Although this Agreement entitles Producer to submit Insurance Product applications to the Manager on behalf of its clients, Producer shall not represent or imply to anyone that it acts on behalf of the Manager, except as expressly set for in this Agreement. Nothing contained in this Agreement, or any written material or correspondence of the Manager, shall be construed to create an employer-employee or principal-agent relationship between the Producer and the Manager. The parties recognize that:

(1) The parties expressly intend and agree that Producer is an independent contractor, acting as the agent of Producer’s clients and not as Manger’s agent. Producer is free to exercise its own judgment as to the time, place, and manner of dealing with its Clients.

(2) Due to the particular state’s licensing/appointing requirements, Producer may be appointed or authorized in that state as an “agent”; and

(3) From time to time, Manager or others may refer to Producer as an “agent”’, but that these references may occur only because of a particular state’s nomenclature or the general use of these works in everyday vocabulary.

(4) Producer shall be responsible for all costs and expenses incurred in connection with the operation of Producer’s business.

1.3 Unauthorized Acts. Subject to your general authority listed under Section 1.1 herein, Producer is prohibited from engaging in any act that Manager expressly prohibits in Section 1.3 and/or is not reasonably necessary for Producer to exercise its authority or perform its duties under this Agreement.

A. Producer is prohibited from:

(1) incurring any debt or obligation on our behalf, or waiving any forfeiture;

(2) making or discharging any contract to bind the Manager; or

(3) extending the:

i. time for payment of any premium or accepting payment of any past-due premium; or

ii. grace period any Insurance Product, or waiving any grace-period premium or other requirement;

(5) signing any Insurance Product application not personally solicited by Producer;

(6) completing or altering any part of an Insurance Product application, except premium and producer information, unless otherwise mandated by state law or expressly authorized by Manager, or allowing a Client to sign a blank or partially completed Insurance Product application;

PART II: BINDING AUTHORITY

2.1 Producer has no authority to bind Manager or any of its principals, or commit to issue binders or policies of insurance on behalf of Manager or any of its principals or to make any representation not strictly in accordance with the policies of insurance on behalf of Manager or to make any representation not strictly in accordance with the policies and contracts placed pursuant to the terms of the agreement.

2.2 Producer shall have no authority to countersign policies, endorsements, insurance certificates or any other evidence of insurance on behalf of Manager or insurance companies Manager may represent, without prior specific authorization in writing.

2.3 No Producer shall have the right to make, alter, modify, or discharge any contract or policy issued on the basis of an application.

2.4 Producer shall at all times comply with all applicable federal, state, or municipal statutes, ordinances, rules, orders, or regulations governing the business of insurance, and applicable rules of other regulatory (or self-regulatory) agencies or authorities.

PART III: PREMIUMS AND COMMISSIONS

3.1 Producer, upon receipt of any payments from an Insured or proposed Insured, shall immediately remit such premiums to Manager. Producer shall be allowed a commission on such premiums as set forth above. The commission may be changed from time to time in a manner as provided elsewhere in this Agreement.

3.2 Premiums shall be remitted as follows:

A. New Business:

1. Producer shall remit without deduction the gross premiums plus policy fees to Manager, immediately upon receipt.

B. Renewal Business:

1. Premiums, policy fees and/or billing fees billed by Manager but received by Producer, shall be immediately forwarded to Manager, without deduction.

C. Premiums generated by policy changes will be remitted in the same manner as renewal premiums.

3.3 Commissions:

A.. Commission Rate and Payment. Manager agrees to pay in accordance with your current commission schedule with ACCC as of 12/1/2020 until otherwise notified of a change in commission.

B. No commission will be paid on policy or billing fees.

C. Offset. Producer agrees that any amounts due the Producer that are held by Manager, including undistributed commissions due, may at any time be applied to and constitute an offset against balances due Manager from the

Producer.

D. Authority to Withhold. Manager may withhold commission payments if the Producer does not provide to manager in a timely manner documentation in its possession that the law requires the Insurance Company or Manager to maintain. Upon receipt, Manager shall release any withheld commission payments to the Producer.

3.4 All premiums received by Producer are the property of the Insured (or applicant) and the Insurance Company and shall be held by Producer as trustee until delivered to Manager. The keeping of an account on Manager's books as a credit and debit account, and the payment of commissions by Manager shall not be held to modify, affect or waive the trust relationship as to premiums collected by Producer, nor Manager's interest in unpaid premiums, which have not been collected by Producer.

3.5 Producer commissions are paid by the Manager. The issuing Company is not a party of this agreement and is not responsible to the Producer for any commission or other amounts arising from such Producer’s activities pursuant to this contract.

PART IV: RESPONSIBILITY IN EVENT OF CLAIMS

4.1 Producer shall have absolutely no authority for the investigation, adjustment or litigation of claims arising from policies placed by Producer. Producer has no authority to and shall not admit any liability on the part of the Insurance Company in which the business is placed or on behalf of Manager.

4.2 Producer shall immediately report and transmit to Manager any claim report, notice of accident, proof of loss or other information, including documents related to lawsuits arising from a claim, known to Producer and related to any claim against the Insurance Company on any insurance policy issued involving Manager. Producer shall cooperate fully with Manager by answering relevant questions, under oath or otherwise, including, but not limited to, participating in live telephone conversations with Manager’s personnel or designee(s) and furnishing all relevant documents that pertain to the matter or providing other assistance reasonably required to resolve the matter.

PART V: REVISIONS IN THIS AGREEMENT

5.1 Changes in this agreement shall be made as follows:

A. Revision by Manager: This Agreement, may be revised by Manager, upon 30 days written notice to Producer, setting forth the revisions and their effective date.

B. Revision by mutual consent: This Agreement may be revised at any time by mutual consent, in writing, of Producer and Manager.

Part VI: TERMINATION, EXPIRATIONS

6.1 Termination on notice: This Agreement may be terminated by either party by giving to the other party written notice not less than 30 days prior to such termination. Manager or the insurance companies they represent waive no rights with respect to cancellation or termination provisions contained in individual policies issued to policyholders through Producer and no benefit shall inure to policyholders through Producer by reason of the terms of this Agreement.

6.2 Termination for cause: This Agreement shall terminate:

A. Immediately upon written notice if Producer commits any act of bankruptcy, becomes insolvent, or makes any assignment of any of its assets for benefit of creditors.

B. Immediately upon written notice from Manager if Producer shall fail, neglect, or refuse to account for or pay promptly to Manager or any insurance companies when due all premiums or return premiums due on insurance under this Agreement.

C. Immediately in the event Producer's license to do business is suspended or revoked by any insurance department.

D. Immediately if Producer shall act in any manner contrary to authority granted under this Agreement, or shall fail, neglect, or refuse to perform any of Producer's obligations under this Agreement after 15 days written notice has been given Producer for Agent's failure to perform. However, such 15 day notice shall not be necessary if termination occurs under Paragraph 6.1, or 6.2 (A), (B), or (C).

6.3 Ownership of Expirations: Immediately upon termination of this Agreement under Articles 6.2 (A), (B) and (C), all right, title and interest of Producer to or in any business placed under this Agreement, including, but not limited to the rights of renewal, expirations and to all records thereof, shall vest in Manager or the insurance companies they represent and Producer shall have no right, title, or interest thereafter. However, the rights of renewal, expirations and to all records thereof shall vest in Producer if this agreement is terminated due to actions set forth by Article 6.2(D). Upon expiration, any leads for prospective business generated as a result of any efforts of Manager, including, but not limited to, those generated by Clutch, shall be the property of Manager.

6.4 Producer further hereby expressly grants to Manager a security interest in such rights of renewal and expirations to secure payment of any and all amounts due or which may become due hereinafter. Upon the occurrence of any event which gives rise to the necessity to enforce said security interest, Manager may take possession of Producer's records. Producer agrees upon request to produce such records together at Producer's place of business and to allow access to such place of business and to removal of records. Upon complete satisfaction of amounts due Manager, the books, records, and control of expirations shall be returned to producer. In event such obligations are not satisfied within a reasonable time period Manager may service such expiration directly or dispose of them in any commercially reasonable manner.

6.5 Otherwise, Producer's records, use and control of expirations shall remain the property of Producer and left in Producer's undisputed possession.

PART VII: INDEMNIFICATION AND INSURANCE

7.1 Indemnification: Producer shall indemnify and hold harmless Manager and the insurance companies it represents against any loss, damage, or costs, including, but not limited to reasonable attorney's fees and litigation expense, which Manager may sustain as a result of any act of Producer in violation, in excess, or in contravention of the authority of Producer set forth in this Agreement or in written instructions, rules and regulations which may be promulgated by Manager or the insurance companies they represent from time to time.

7.2 Errors & Omissions Insurance. Producer shall maintain full force and effect during the term of this Agreement a policy or policies of error and omissions (“E&O”) insurance issued by an insurer acceptable to Manager, and affording coverage in the minimum amount of $300,000 for acts of the Producer, its subagents and employees. Such E&O insurance shall be maintained by the Producer at the Producer’s sole cost and expense, and shall be primary and non-contributing coverage over any other insurance to Manager each years as soon as practicable after the effective date. The Producer consents in advance to the immediate termination of this Agreement in the event of the cancellation or non-renewal of such errors and omissions insurance policy.

PART VIII: ARBITRATION

8.1 Any unresolved dispute between Producer and Manager in connection with this Agreement, whether arising before or after its termination, shall be submitted to binding arbitration in accordance with the Commercial Rules of the American Arbitration Association as the exclusive means of resolution. All arbitration hearings shall take place in Austin, Texas, unless another location is agreed to by the parties. Neither party shall be liable to the other for any incidental, consequential, special or punitive damages arising out of this Agreement, whether on account of breach, tort or other cause. This limitation shall not limit either party’s obligation to perform any provision of this Agreement.

PART IX: OTHER PROVISIONS

9.1. Advertising: Producer shall not use the names of Manager or any of the insurance companies they represent in any advertising or publicity without prior written consent.

9.2. Forms and Supplies: All supplies, including forms and policies furnished by Manager, shall always remain the property of Manager and shall be returned to Manager or its representative upon demand.

9.3. Audit and Inspection of Records: Producer agrees that all records shall be available, upon reasonable notice, for inspection by Manager, or Representatives of Manager and those copies of records requested by Manager will be furnished without delay.

9.4. Entire Agreement: This Agreement supersedes any and all prior Agreements between the parties and shall apply to all in- force policies issued on applications submitted by the Producer prior to the effective date of this Agreement.

9.5. Notice: Whenever written notice is issued by either party, mailing of such notice, postage prepaid, to the last known address of the other party shall constitute notice.

9.6. Waiver: Failure of Manager promptly to declare a default for breach on any of the terms and conditions of this Agreement or to exercise any remedy available hereunder shall not be construed as a waiver of any of such terms and conditions, nor estop Manager from thereafter demanding full and complete compliance nor prevent Manager from exercising such remedy in the future.

9.7 Governing law and Forum: This Agreement shall be subject to and interpreted, construed, and enforced in accordance with the laws of the State of Texas without regard to conflict of law principles and any dispute arising hereunder shall be heard by a state court of competent jurisdiction located in Texas.

Succession Clause. Producer’s rights and interest under this Agreement shall not be assigned without prior written consent of Manager. Any change in ownership or control of Producer’s business shall, at the option of Manager, terminate this Agreement as of the date of the change.

9.9. Term of Agreement. This Agreement shall be effective as of the date it is fully executed as set forth below and shall continue until terminated pursuant to the provisions set forth in Article VI herein.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto this with the intent that it becomes effective as of the date that the appointment is issued by Manager. This Agreement is not bound until the appointment is issued.