Licensed Partner Participation Agreement

1. Parties

This Licensed Partner Participation Agreement (“Agreement”) is entered into between Insurance Pro Agencies, Inc. (“IPA,” “we,” or “us”) and the licensed insurance producer submitting the Licensed Partner Application (“Partner,” “you,” or “your”).

2. Program Overview

The IPA Licensed Partner Program allows licensed Property & Casualty insurance producers to refer prospective insurance clients to IPA and IPA's national insurance partners, and to earn commission income on placed policies as described in Section 5 below.

IPA and its national carrier partners are responsible for ultimate policy issuance, service, and compliance oversight. Partner is responsible for maintaining their state P&C license(s) in good standing throughout the term of this Agreement.

3. Partner Qualifications

To participate as a Licensed Partner, you must:

• Hold a valid Property & Casualty insurance producer license in your state(s) of operation
• Be in good standing with your state Department of Insurance
• Not be subject to any license suspension, revocation, or consent order
• Complete and sign this Agreement and provide a copy of your active P&C license upon request
• Represent and warrant that all information provided in your application is accurate and complete

4. Partner Responsibilities

4.1 Referral Activity

Partner may refer prospective clients to IPA using IPA-provided referral links, materials, or through direct introduction.

4.2 Limitations

Partner shall not quote, bind, or issue policies on behalf of IPA or its national carrier partners without explicit written authorization from IPA.

4.3 No BOR/AOR Changes

Partner shall not request or facilitate Broker of Record (BOR) or Agent of Record (AOR) changes on any existing IPA or national partner client accounts without IPA's prior written consent.

4.4 Carrier Relationships

Partner shall not contact IPA's carrier partners directly regarding IPA's appointments, programs, or commission arrangements without IPA's prior written consent. Partner acknowledges the sensitivity of IPA's carrier relationships and agrees to protect them.

4.5 Professional Standards

Partner shall conduct all referral activities in a professional manner consistent with applicable insurance licensing laws, state Department of Insurance regulations, and industry standards.

4.6 Compliance

Partner shall comply with all applicable state and federal laws governing insurance referrals, compensation, and solicitation. Partner is solely responsible for maintaining compliance with their state's insurance laws.

4.7 Disclosure

Partner agrees to disclose their referral relationship with IPA to referred clients upon request, consistent with applicable state disclosure requirements.

4.8 No Deceptive Practices

Partner shall not make any false, misleading, or deceptive representations about IPA, its programs, products, carriers, or commission structures.

5. Commission Structure

5.1 Eligibility and Effective Date

Partner is eligible to receive commission income on policies placed as a direct result of Partner's qualified referral, starting from the effective date of this Agreement.

Important: No retroactive commissions. Commissions apply only to new business referrals submitted after this Agreement's effective date. Policies placed prior to execution of this Agreement are not eligible for commission.

5.2 Commission Rate

Partner receives 50% of IPA's net commission share from its national carrier partners on each placed policy. IPA's national partner arrangements determine the total commission available for sharing.

• Personal Lines: IPA receives its share of carrier commission (typically 10% of premium). Partner receives 50% of IPA's net share.
• Commercial Lines: IPA earns 7–15% on commercial premiums depending on carrier and account type. Partner receives 50% of IPA's net share.
• Workers Compensation: Commission rates vary by program and carrier. IPA will communicate applicable rates at account setup.

5.3 Illustration (Not a Guarantee)

Example: A $2,000 personal lines household premium with a 10% carrier commission = $200 total commission. IPA's share from its national partner = $100. Partner's commission = $50. Actual commission rates and splits depend on the placing carrier, program type, account size, and applicable state regulations. IPA makes no guarantee of any specific per-policy dollar amount.

5.4 Renewal Commission

Partner is eligible to receive renewal commission on active accounts for as long as Partner remains in good standing under this Agreement and the account remains active with IPA or its national partner. IPA reserves the right to adjust renewal commission terms with 30 days' written notice to Partner.

5.5 Payment Timing and Method

Commissions are paid after IPA receives and reconciles payment from the applicable carrier or national partner. Payment is typically made within 30 days of IPA's receipt of carrier commission. IPA will communicate the payment method (e.g., ACH, check, Stripe) at partner setup. Partner is solely responsible for all federal, state, and local taxes due on amounts received. IPA will issue applicable tax forms (e.g., IRS Form 1099-NEC) as required by law.

5.6 Adjustments and Cancellations

If a referred client cancels a policy before the standard policy term ends, IPA may reduce or recover commission proportionally, consistent with industry-standard return premium practices. IPA will provide written notice of any commission adjustment.

6. Book Ownership

Partner retains ownership of their referral book — the record of clients referred to IPA through this Agreement. In the event of termination, Partner's right to receive commissions on policies placed prior to the termination date continues for the period described in Section 8.3.

IPA retains ownership of all carrier relationships, appointments, servicing arrangements, and proprietary systems used to place and service business. Partner has no ownership interest in IPA's carrier appointments or national partner agreements.

7. Technology and AI Tools

IPA may provide Partner with access to technology tools, AI-assisted quoting resources, or digital referral platforms. Partner agrees to:

• Use IPA-provided technology tools only for the purposes described in this Agreement
• Not reverse-engineer, copy, or distribute IPA technology, platforms, or proprietary materials
• Maintain the confidentiality of any login credentials or access codes provided
• Acknowledge that AI-generated content, rate estimates, and coverage summaries are for informational purposes only and do not constitute binding coverage, final pricing, or a commitment to place insurance
• Not rely on AI-generated outputs as the basis for client advice without independent verification

8. Term and Termination

8.1 Term

This Agreement begins on the date Partner submits a completed Licensed Partner Application and continues until terminated by either party.

8.2 Termination by Either Party

Either party may terminate this Agreement with 30 days' written notice to the other party. Notice may be delivered by email to the contact information on file.

8.3 Commission Tail

Upon termination by either party (other than for cause), Partner retains the right to receive commissions on policies placed prior to the termination date, for a period of 12 months following the effective termination date, provided Partner is not in material breach of this Agreement at the time of or following termination.

8.4 Immediate Termination for Cause

IPA may terminate this Agreement immediately, without notice, for any of the following:

• Material breach of any provision of this Agreement
• Loss, suspension, or revocation of Partner's P&C producer license
• Fraudulent, deceptive, or unethical conduct
• Violation of any applicable insurance law or regulation
• Any act that damages IPA's carrier relationships or reputation

Termination for cause forfeits Partner's right to the commission tail described in Section 8.3.

8.5 Effect of Termination

Upon termination, Partner shall immediately cease all referral activities on behalf of IPA, return or destroy all IPA-provided materials, and remove any IPA branding or partnership claims from Partner's marketing materials.

9. Confidentiality

Partner agrees to maintain the strict confidentiality of all non-public information shared by IPA, including but not limited to: commission rates and structures, carrier relationships and appointment terms, program structures and pricing models, and client lists and account information.

This confidentiality obligation survives termination of this Agreement indefinitely.

10. Independent Contractor

Partner is an independent contractor and is not an employee, agent, or legal representative of IPA. Partner has no authority to bind IPA to any contract, commitment, or obligation. IPA does not control the manner or means by which Partner conducts their own business activities.

11. Limitation of Liability

IPA's total liability to Partner in connection with this Agreement shall not exceed the total commissions paid to Partner in the 3 months preceding the claim. In no event shall IPA be liable for any indirect, consequential, special, incidental, or punitive damages, regardless of whether IPA has been advised of the possibility of such damages. IPA makes no guarantees regarding the volume, value, or conversion rate of business that will result from Partner's referral activities.

12. Indemnification

Partner agrees to indemnify, defend, and hold harmless IPA, its officers, directors, employees, and national carrier partners from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys' fees) arising from: (a) Partner's breach of this Agreement; (b) Partner's negligent or wrongful acts or omissions; (c) Partner's violation of any applicable law or regulation; or (d) any misrepresentation made by Partner to a referred client.

13. Dispute Resolution

13.1 Informal Resolution

The parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days before initiating formal proceedings.

13.2 Binding Arbitration

Any dispute arising out of or relating to this Agreement that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitrator's decision shall be final and binding on both parties.

13.3 Venue

Arbitration shall take place in Cook County, Illinois.

13.4 Governing Law

This Agreement is governed by the laws of the State of Illinois, without regard to conflict of law principles.

13.5 Attorneys' Fees

In any arbitration or legal proceeding arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

14. Entire Agreement

This Agreement, together with the IPA Referral Partner Terms & Conditions, constitutes the entire agreement between the parties with respect to the Licensed Partner Program and supersedes all prior discussions, representations, or agreements on the subject.

IPA may update this Agreement with 30 days' written notice to active Partners. Continued participation after the notice period constitutes acceptance of the updated terms.