INDEPENDENT PRODUCER AGREEMENT

This agency agreement (this “Agreement”) sets forth the terms and conditions whereby you, the undersigned independent financial professional, agree to provide certain services (as described herein) to Cornerstone Financial Alliance Inc., a Delaware corporation (the “Company”).

1. Services. The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. You shall provide to the Company the services set forth in Schedule 1 (the “Services”). The Company does not and shall not control or direct the manner or means by which you or your employees or contractors perform the Services, including but not limited to the time and place you perform the Services. The Company shall provide you with access to its premises, materials, information, and systems to the extent necessary for the performance of the Services. Unless otherwise specified in Schedule 1, you shall furnish, at your own expense, the materials, equipment, and other resources necessary to perform the Services. You shall comply with all rules and procedures communicated to you in writing by the Company, including those related to safety, security, and confidentiality. As an independent contractor of the Company, you shall have the opportunity to recruit new members and build your own business under the Company in accordance with Company policies and applicable laws. The Company will provide training resources and compensation system support to assist you in building and managing your business effectively. If you are a trainee insurance producer, you may enter into this Agreement prior to obtaining a valid insurance license and, during such period, the Company will provide access to training resources and support; provided however, you shall not engage in any clientfacing activities related to the discussion, recommendation, solicitation, or sale of insurance products until you have obtained all required licenses and maintain active errors and omissions insurance coverage as required in Section 9 of this Agreement

2. Term. The term of this Agreement shall commence as of the date set forth below on the signature page hereto and shall continue for a period of one (1) year, unless earlier terminated in accordance with Section 10 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods until either you or the Company (referred to collectively as the “Parties”) gives written notice of termination at least thirty (30) days prior to the expiration of the then current term (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless earlier terminated in accordance with Section 10.

3. Compensation and Expenses. As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you the compensation set forth in Schedule 1 (the “Compensation”), payable as set forth in Schedule 1. You acknowledge that you will receive an IRS Form 1099 from the Company, and that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 4. You are solely responsible for any travel or other costs or expenses incurred by you in connection with the performance of the Services, and in no event shall the Company reimburse you for any such costs or expenses.

4. Relationship of the Parties. You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent. You will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.

5.1 All documents, work product, and other materials that are delivered under this Agreement (collectively, the “Deliverables”) and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the Services or other work performed in connection with the Services or this Agreement (collectively, and including the Deliverables, “Work Product”), and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein, shall be owned exclusively by the Company. You acknowledge and agree that any and all Work Product that may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for the Company and all copyrights therein shall automatically and immediately vest in the Company. To the extent that any Work Product does not constitute “work made for hire,” you hereby irrevocably assign to the Company and its successors and assigns, for no additional consideration, your entire right, title, and interest in and to such Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof.

5.2 To the extent any copyrights are assigned under this Section 5, you hereby irrevocably waive in favor of the Company, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in relation to all Work Product to which the assigned copyrights apply

5.3 You shall make full and prompt written disclosure to the Company of any inventions that constitute Work Product, whether or not such inventions are patentable or protected as trade secrets. You shall not disclose to any third party the nature or details of any such inventions without the prior written consent of the Company. Any patent application for or application for registration of any Intellectual Property Rights in any Work Product that you may file during the Term or at any time thereafter will belong to the Company, and you hereby irrevocably assign to the Company, for no additional consideration, your entire right, title, and interest in and to such application, all Intellectual Property Rights disclosed or claimed therein, and any patent or registration issuing or resulting therefrom.

5.4 Upon the reasonable request of the Company, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be reasonably necessary to assist the Company to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest.

5.5 As between you and the Company, the Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by the Company (“Company Materials”), and all Intellectual Property Rights therein. You have no right or license to reproduce or use any Company Materials except solely during the Term to the extent necessary to perform your obligations under this Agreement. All other rights in and to the Company Materials are expressly reserved by the Company. You have no right or license to use the Company’s trademarks, service marks, trade names, logos, symbols, or brand names.

5.6 You shall require each of your employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the provisions of this Section 5 prior to such employee or contractor providing any Services under this Agreement.

6. Confidentiality

6.1 You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company including without limitation the existence and terms of this Agreement, trade secrets, technology, information pertaining to business operations, internal practices and strategies, clients, client data, pricing, marketing, finances, sourcing, personnel, or operations of the Company, its affiliates, or their suppliers or clients, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that you access or develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information.

6.2 Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through your breach of this Agreement; or (b) is communicated to you by a third party that had no confidentiality obligations with respect to such information.

6.3 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order

6.4 Notice of Immunity Under the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:

(a) You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding

(b) If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (i) file any document containing the trade secret under seal; and (ii) do not disclose the trade secret, except pursuant to court order.

7. Representations and Warranties

• 7.1 You represent and warrant to the Company that: (a) you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of your obligations in this Agreement; (b) your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject; (c) you have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; (d) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services; (e) the Company will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind; and (f) all Work Product is and shall be your original work (except for material in the public domain or provided by the Company) and, to the best of your knowledge, does not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.
• 7.2 The Company hereby represents and warrants to you that: (a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate action.

8. Indemnification. You shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (a) bodily injury, death of any person, or damage to real or tangible personal property resulting from your acts or omissions; or (b) your breach of any representation, warranty, or obligation under this Agreement. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

9. Insurance. During the Term, you shall maintain in force adequate workers’ compensation, commercial general liability, errors and omissions (with a minimum coverage of $1,000,000), and other forms of insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from your acts or omissions or the acts or omissions of your agents, contractors, servants, or employees. The Company shall be listed as additional insured under such policy, and you shall forward a certificate of insurance verifying such insurance upon the Company’s written request, which certificate will indicate that such insurance policies may not be canceled before the expiration of a 30 day notification period and that the Company will be immediately notified in writing of any such notice

10. Termination.

• 10.1 Termination is defined as a situation where a producer choose to work with another agency or IMO or makes appointments with carriers through another agency or IMO, or when a producer does not comply with agency or industry compliance or fail the observation period.
• 10.2 You or the Company may terminate this Agreement without cause upon 30 days’ written notice to the other party to this Agreement. If you do not hold an active insurance license in any state, or if you have contracted with the Company for less than six (6) months, you will be considered to be in an observation period and the Company reserves the right to terminate this Agreement during such period at its sole discretion with or without cause.
• 10.3 You or the Company may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement. A material breach by you shall include, but not be limited to, regulatory violations, misrepresentation or fraud, failure to maintain license or comply with laws or if you do not hold an active insurance license in any state.

• 10.4 Upon expiration or termination of this Agreement for any reason, the Company will continue to pay personal commissions and renewal commission earned but unpaid prior to termination as outlined below provided that all of the following conditions are met: (a) you provide at least 30 days’ written notice prior to departure; (b) you leave in good standing, with no unresolved compliance violations; (c) you have no outstanding chargebacks or financial obligations to the Company at the time of termination; (d) you do not engage in defamation, disparagement, or negative public commentary about the Company, its leadership, or affiliated producers; and (e) you agree not to directly or indirectly solicit or recruit any active producers affiliated with the Company, except for those within your own hierarchy or current employees, for a period of twelve (12) months following termination of this Agreement. A five percent (5%) payroll service fee will be withheld from all post-termination commission payments to cover administrative processing and remittance costs.
• 10.4 Upon expiration or termination of this Agreement for any reason, the Company will continue to pay personal commissions and renewal commission earned but unpaid prior to termination as outlined below provided that all of the following conditions are met: (a) you provide at least 30 days’ written notice prior to departure; (b) you leave in good standing, with no unresolved compliance violations; (c) you have no outstanding chargebacks or financial obligations to the Company at the time of termination; (d) you do not engage in defamation, disparagement, or negative public commentary about the Company, its leadership, or affiliated producers; and (e) you agree not to directly or indirectly solicit or recruit any active producers affiliated with the Company, except for those within your own hierarchy or current employees, for a period of twelve (12) months following termination of this Agreement. A five percent (5%) payroll service fee will be withheld from all post-termination commission payments to cover administrative processing and remittance costs.
• 10.5 Upon termination, team overrides, hierarchy-based bonuses, and other leadership-related compensation shall continue to be paid for a transitional period of up to three (3) months following termination, provided you remain in good standing and comply with the post-termination conduct requirements outlined in 10.4 above. After this period, all such compensation to you shall cease, except for those policies produced before or initiated during the 3-month window, but which have not yet fully paid out. (That is, following the three (3) months transitional period, you will not continue to receive any new team overrides, hierarchy-based bonuses, and other leadership-related compensation, unless agreed in writing by the Company). Normal retirement is different from termination. Producers who retire in good standing may continue to receive team overrides under a separate retirement agreement.

10.6 Immediately upon expiration or termination of this Agreement for any reason, you shall cease using Company materials or logos and any unpaid financial obligations, including chargebacks owed by you to the Company must be satisfied.

10.7 Upon expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request, you shall promptly after such expiration or termination: (a) deliver to the Company all Deliverables (whether complete or incomplete) and all materials, equipment, and other property provided for your use by the Company; (b) deliver to the Company all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the Confidential Information; (c) permanently delete all Confidential Information stored electronically in any form, including on computer systems, networks, and devices such as cell phones; and (d) certify in writing to the Company that you have complied with the requirements of this clause.

10.8 If you leave the Company in good standing and provide proper notice of termination under Section 10, the Company agrees to release client servicing rights and facilitate transfer of appointments, subject to carrier rules.

10.9 The Company’s release signature will be provided upon request, assuming no unresolved compliance issues or unpaid financial obligations.

10.10 The terms and conditions of this clause and Section 4, Section 5, Section 6, Section 7, Section 8, Section 12, Section 13, Section 14, Section 15, Section 16, and Section 17 shall survive the expiration or termination of this Agreement.

11. Other Business Activities. You agree that you are not, and during the Term of this Agreement shall not be, engaged or employed in any business, trade, profession, or other activity that would create a conflict of interest with the Company. If any such actual or potential conflict arises during the Term of this Agreement, you shall immediately notify the Company in writing. If the Company determines, in its sole discretion, that the conflict is material, the Company may terminate the Agreement immediately upon written notice to you.

12. Non-solicitation. You that during the Term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, you shall not make any solicitation to employ the Company’s personnel except those independent agents who you have personally recruited without written consent of the Company, to be given or withheld in the Company’s sole discretion. For the purposes of this clause, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet or social media, shall not be construed as a solicitation or inducement, and the hiring of any such emp

13. Assignment. You shall not assign any rights or delegate or subcontract any obligations under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

14. Remedies. In the event you breach or threaten to breach Section 6 or Section 12 of this Agreement, you hereby acknowledge and agree that money damages would not afford an adequate remedy and that the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

14. Remedies. In the event you breach or threaten to breach Section 6 or Section 12 of this Agreement, you hereby acknowledge and agree that money damages would not afford an adequate remedy and that the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

15. Arbitration.

• 15.1 Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including but not limited to the Services you provide to the Company, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration to the fullest extent allowed and enforceable under federal law. Arbitration shall be governed by the Federal Arbitration Act (FAA) and administered by the American Arbitration Association (AAA) and held in the State of Delaware before a single arbitrator, in accordance with AAA’s rules, regulations, and requirements. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction
• 15.2 Arbitration shall proceed only on an individual basis. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties.

16. Governing Law. This Agreement and all related documents including all schedules attached hereto and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the State of Delaware (including its statutes of limitations), without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply.

17. Miscellaneous.

• 17.1 You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

• 17.2 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving party has received the Notice; and (b) the party giving the Notice has complied with the requirements of this Section.
• 17.3 This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter
• 17.4 The Company may amend, modify or supplement this Agreement by providing prior written notice to you. Any such amendments, modifications or supplements shall become effective as stated in the notice, unless otherwise required by law.
• 17.5 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
• 17.6 This Agreement may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. This Agreement shall be deemed read, accepted, agreed to, executed, and delivered by you using your electronic signature, executed and transmitted via the Company’s secure website or affiliated systems.

SCHEDULE 1

1. SERVICES: You are authorized to market life insurance, annuity, long-term care, and health insurance products through the Company’s carrier appointments. All submitted applications are subject to carrier approval. You must maintain all necessary licenses, certificates, and complete any required continuing education to remain in good standing with state and carrier regulations. You must maintain active licenses, appointments, and continuing education. You shall comply with all federal, state, and carrier requirements, and act in the best interest of clients. You own the clients you personally originate while affiliated with the Company.

2. COMPENSATION: The Company shall receive commissions from carriers and/or IMOs and distribute your share per the Company’s compensation system. The Company may revise its compensation plan at any time in its sole discretion with 14 days’ prior written notice to you. If a carrier or IMO charges back commissions to the Company, the Company will recover the corresponding amount from you. If chargebacks arise from business written by your downline, the amount may also be deducted from you (the upline producer) per override structure. Chargebacks may be recovered through future commissions or direct reimbursement.

I acknowledge I have read the Cornerstone Financial Alliance Independent Producer Agreement. I accept the terms and type my name below as electronic signature.

Producer/Trainee Producer Name