Berkeley Insurance & Financial Services, LLC. hereto reffered as BIFS,LLC.

PRODUCER AGREEMENT.

Effective Date:

The Insurance agency ide:t1tified below is a party to this agreement 1111d is hereafter collectively referred to as we, us, and our(s)

Berlu~iley Insurance & Financial Services, LLC. (BIFS!LLC.)

The sub-producer listed below is a party to this agreement, and is hereafter known in the text of this agreement EtS you and yourts)

Name of Producer

_Brandon S Taylor __ Ltvermore Cft~ Location; Agency of Producer

The insurance cotnpaniesjMGA,s or other agencies, represented or contracted by BIPS,LLC., subject to occasional change, will be hereafter referred to in this agreement as company, tho company or the companies.

1. YOUR STATUS

We recognize you as an independent contractor; you are not our employee. Nothing in this Agreement shall be interpreted as creating an employee/employer relationship between you and us.

2. YOUR A UTROlU'rY

You are authorized and appointed to solicit, receive and (eventually bind at our discretion) insurance in the State of California and other states, we and you are licensed in, on behalf of us, for the lines of insurance as defined in our commission schedule attached hereto. You have no binding authority with the companies atjhis time. All quotes must be approved by us before issuing. At our discretion, we may give you binding authority at a future date. Your authority is suhject to the companies written underwriting rules and guidelines ("Underwriting Guidelines") and by the terms of this Agreement. Underwriting guidelines ate available from each Company. You will be given access to those guidelines and it is ~our responsibility to review those underwriting Guidelines.

You agree to always exercise authority in accordance with the companies underwriting Guidelines and to suspend binding of accepting offers of insurance consistent with those Underwriting Guidelines or other instructions received from us or the compantes. You may not delegate our authority 01' assign this Agreement, in whole or in part.

You have no authority to: Negotiate, adjust, compromise, settle, admit liability or potential liability, or to incur any liability, on the part of us or the companies: Make, alter, vary or discharge any policy or to waive or extend any policy provision.

You agree to promptly comply with any and all instructions which we, or our companies may issue and We reserve the right to reject, cancel or reduce the amount of any business which we and they, in our sole discretions, deem unsatisfactory.

Your authority is subject to the requirements imposed by law, this agreement, the company underwriting guidelines, and any written modification to those guidelines,

You will promptly forward to us at 681 Spruce Street, Berkelex. CA..24707 a copy of all correspondence received from any government regulatory agency regarding this business, with original going to the responsible Company.

You will report to the company, within two (2) business days of receiving notice, any claim or suit arising under the policies written or bound unde r this agreement, or relating to any matter to which the provision of this agreement apply. With a copy of above to us at 681. Spruce Street, Berkeley, CA 94707

You will cooperate fully in the companies investigation, and provide us and the companies with all requested information and documentation immediately upon request.

You agree to transmit all business both new and renewal including policy changes and requests and to otherwise notify the companies of all llability accepted, not later than required by the company and in all cases no later than the third (3rd) succeeding business day following the inception date of coverage or change, and a copy to US when appropriate,

3. PREMIUM ACCOUNTING

You will, within three (3) days from the date of receipt, remit to Us or our designee, any payments received or funds collected on any policies, certificates, endorsements and/or balances relating to insurance arranged by us or the companies (except those risks billed directly by the companies or us) whether or not collected by you or your representative from all policyholders. Alimonies paid by tbe policyholders to you or anyone representillg you shnll be pliyable to ;B)I!:S_, L.LC. or in the writing company name only. NoJunds of J1.ny. kind arc to be colI"eted payable to you, This will be held ill a fiduciary trust for and 011 behalf of the companies and or us when appropriate. In addition all funds collected for us or the companies account will be held in afiduciary capacity and shall not be deposited or mingled with funds belonging to you. It is understood and agreed that all monies received by you in your capacity hereunder, are at all times the property of the companies and or us where appropriate and

are received for on account for and in trust to pay to the companies and or us where appropriate. Initial

You will keep complete and accurate records of tile business transacted by you under this agreetnent, including, but not limited to, nil policy and premium records created by you during the term ofthis agreement, and will provide such reports as we may require. Such records will be retained by you while this agreement Is in effect and for five (5) years after any termination of this agreement, or as directed by the department of insurance.

*Complete copies of signed applications and related documents must be faxed or emailcd to us within 3 days of issue of new business at 510-248-4150.

We will compute commissions in accordance with the attached schedule of'commisaions, Commissions will be paid based upon the amount collected from the policyholder. Commission payments shall be forwarded by us to you within thirty (30) days after the end of the month in which the commissions are paid to us by the writing company, less any commissions on returned premiums. We may, in our sole discretion, amend commissions from time to time, and such amendment shall not constitute a breach of this agreement. We shall not be liable to you for any direct or consequential damages that you may suffer as a result of our amendment of the schedule of commissions.

We will send you a monthly statement of the premiums/returned commissions you. owe us. You agree to pay the balance within )5 days of receipt of the statement. We reserve the right to pay any balance we may owe you either directly to you or by giving you credit against any outstanding balance yon owe us.

All premiums (except those billed directly by tho companies or us) are due and must be paid to the company or us when appropriate, but no more than. five (5) days from the date of our producer statement. The fact tIl at any items arc omitted from a monthly producer statement does not relieve either you or us of the obligation to pay the items when otherwise due. Nor does the omission affect your rlght or our right, or the companies right to collect on an item.

Your responsibility to pay the amounts due as set forth on our producer statement shall not be affected by your inability to collect premiums from. your insured, except as follows:

• Additional premiums developed by audit, if not collected after using all reasonable efforts by you, will become the companies responsibility if directed by agency agreement between that company and BlFS, LLC., if we are notified by you in writing within forty-five days of tile producer statement date. We will not pay you commission on premiums we collect under the previous statement, but we will credit collected premiums to your account.

The companies, us, or our designee, will have the right to examine all of your books, records and files pertaining to business written under this agreement at all reasonable times, on your premises, and to make copies of such records as it may deem necessary. Our books and accounts will be accepted as correct, full and final evidence in nil matters relating to this agreement.

If you fail to collect premiums or to timely remit the premiums we will have the right to;

Require that you take all necessary action to promptly collect said premiums and to remit them to the companies in the exact form received without commingling with other property, or

2 Collect such premiums in any manner the compa-nies or we deem appropriate. Any premiums so collected by the companies/us shall be credited t.o your account, There will be no commissions paid to you on any such premiums so collected. If we cannot collect the premiums you still have an obligation to pay them unless you arc relieved of that obligation by this agreement.

The following provisions apply to all risks placed with us which arc billed and/or renewed directly with the policyholder through us:

3 Policy changes

The companies are responsible for informing direct bill policyholders of changes that affect their policies.

4 Billing

111e companies are responsible for billing and collecting all direct bill premiums. Direct bill premiurns are payable by the insured according to tho terms set forth in our and the companies guidelines.

1 Applications

You arc responsible for the prompt submission of completed applications to the companies and or/us, including the gross premium on those direct bill policies which require payment of the premium with the application. This should be completed as per company guidelines. You will fax or email a copy of the original signed applications and related file documents to us immediately and keep the original file copies in n s.nfe location. The companies and us have the rigbt to request the original file documents at anytime. You will comply with those requests immediately at your own expense.

2 Policy cancellation/non renewal

You, independently, shall not cancel or non-renew, or attempt to cancel or non-renew any policy. TIle companies reserve the right to approve or terminate coverage with them at. any time as permitted by law. On any policy canceled, you shall refund to the company and/or us, on all business written hereunder, commissions on canceled liability and reductions in premiums at the same rate at which such commissions were originally paid to you. Nothing in this agreement shall be construed as limiting or restricting the right of the company to cancel any policy or policies or contracts of insurance issued under this agreement, and us and the companies reserve the right to withdraw authority from you to write any particular line of insurance and to decline accepting any particular risk or class of risks.

3 Identification of agent

Your Harne shall be displayed prominently on all documents as a sub-producer ofBIFS,LLC,

4. OWNERSHIP OF YOUR BOOK OF BUSINESS

Ownership of nil new and renewal business written by you, under this agreement will remain with you. After one year. You ,hereby promise to transfer your policies at renewal and ~rndu5illy.

If this agreement is terminated:

You are entitled to receive commisslons according to the commission schedule on business which the companies must renew by law or by contract up to the termination date, based on the percentage of ownership you have in that business up to a maximum 0£50% of the commission.

2 And you have not properly accounted for and paid the companies and/or us all premiums for which you. are responsible, or given the companies and/or us acceptable collateral for any premiums you should have paid but have not, your rights of ownership use and control of'the expirations wilt pass to the companies and/or us. We and the companies have the right to sell the expirations and records in order to collect what you. owe the companies and/or USj if the companies and lor we sell the items for more than you owe the companies and/or us, we must pay the difference, less the companies andlor our expense to you. But if we or tho companies sell your expirations and records for less than what you owe the companies and/or us, you must pay the company and/or us the difference plus the companies and/or our expenses.

3 In the event of termination of this Agreement for any reason, neither party will solicit accounts or assist others in soliciting accounts which are known by it to have been accounts or clients of the other party at the time of termination.

5. INDEMNIFICA nON

We will indemnify and hold you. harmless from and against all claims, losses, damages, liabilities.judgments or settlements, including reasonable costs, expenses and attorney's fees for which we are legally liable and which arises out of this relationship between you and us under thls agreement, You agree to Indemnify and hold us harmless from and against all claims, losses, damages, liabilities, judgments or settlements, including reasonable costs; expenses and attorney's fees for which you are legally liable and which arises out of the relationship between you and us under this agreement.

You agree to notify us promptly when you receive notice of any claim or legal action and we shall have the right to investigate any such claim or legal action and to participate in or assume tho defense of such legal action.

Each party to this agreement will promptly notify the other when they receive notice of any claim or legal action which they reasonably believe is an event that would warrant indemnification under this, section 5, and the indemnifying party shall have the right to investigate any such claim and to participate in or assume the defense of such legal action.

6. SUSPENDING AUTHORITY

For various reasons, we or the companies may) in our and/or the companies sole discretion, suspend your authority and/or binding authority (If Granted), under this agreement. Such reasons include but ate not limited to failure to account for premiums or pay them when due, unacceptable loss ratios, failure to properly submit business to tho carriers and failure to forward premium payments to the companies in a timely manuel'. Upon suspension of your authority we will notify you in writing of said suspension.

7. TERMINATION OF AGREEMENT

This agreement wiU terminate:

Immediately if any public authority cancels or does not renew your license or certificate of authority. 2 Immediately on the effective date of the sale of'your business.

3 If either party gives the other sixty (60) days written notice of termlnation,

4 Immedhitely because offraud insolvency, failure to pay balances, willful or gross misconduct! or breach of the tenus of this agreement by either you or us.

S immediately if you fail to maintain adequate Errors and Omissions Insurance as out lined in item #8 (amended)

Upon termination of the agreement, we will take over servicing of all policies that remain in full force and continue to be covered by the companies or us, which were bound by you with effective dates prior to the effective date of termination, until their natural expiration in the same manner and to the same extent as was required prior to termination. Notwithstanding anything to the contrary herein, in the event that this agreement is terminated by UB as a result of'a criminal conviction that leads to termination by us, we shall not be obligated to continue to pay you renewal commission for each policy

This agreement may be terminated, as set forth, or your authority suspended partially or completely, by us, at any time upon written notice to you and such termination or suspension shall not constitute a breach of this agreement. Neither you, nor any of your employees or representatives, shall have or assert any claim against us, our affiliates, subsidiaries, successors and assigns, or tile shareholders, directors, officers, agents or employees of any of them, for any damages, direct 01' consequential, toss of business, loss of profits, or damage to goodwill or reputation, as a result of our amendment of the schedule of commissions, our suspension of your authority or our termination of this agreement.

8. ERRORS AND OMTSS10NS INSURANCE

You agree to maintain and keep in force an errors and omissions policy, with a minimum limit oUI ,000,000.00 to insure you against liability resulting from the conduct of you business under this agreement. You agree to annually provide a copy of the declaration page of'said policy or a certificate of Insurance to us. You agree to add us as an additional insured under your E+O policy.

9. CHANGE TO AGREEMENT

This agreement may be revised at any time by adding an addendum signed by you and us that sets forth the changes to the agreement.

This agreement may be revised by us unilaterally after we give you at least sixty (60) days advance written notice. That notice must set forth the proposed revisions and the effective date.

Immediately, at our sole discretion, if this contract has been in force for less than onc (l) yoar,

During the term of this agreement the commission rates in the commission schedule to this agreement shall remain in effect unless revised in accordance with the procedures as set forth above.

10. SALE

If you sell, transfer or close your agency, BIFS,LLC. has the first right of refusal on your book of business you have with us and the equity in that book of husiness. We will pay you up to twice of'premium you have written. You agree to give us at least 60 days advance written notice of any sale of your business,

11. CLAIMS .REPORTING

You agree to report to the companies and/or us when appropriate, immediately but no later than two (2) business days of receiving notice, all claims, suits, and notice of loss, and further agree to cooperate with the companies and/or us to facilitate the investigation, adjustment, settlement and payment of any claim.

12. NOTICES

All notices required or permitted under this agreement shall be in writing and shall be deemed to have been duly given or made (i) when delivered personally, (ii) when delivered by a recognized national express mail courier service, (iii) when made or given by prepaid telex, telegraph or telecopier, or (iv) in the case of mail delivery, upon the deposit in the United States mail, certified or registered) po~tage prepaid, to the parties hereto, at their respective addresses, as set forth below.

BIFSjLLC. at 681 Spruce st Berkeley, Ca. 94707 Your Name ··b:.u.~t: S· l0do/"

Address: ~ 'WE ~ h'r I!J"? U iI-e' !I.tYC. cA- 11%1

13. APPOINTMENTS

You agree that any application for insurance which you submit to the companies and lor us when appropriate, shall. be signed by a properly licensed and appointed agent. Any agent who signs and submits an application for insurance must be appointed as a sub producer ofBIFS,LLC.

14. GENERAL PROVISIONS

We will not be responsible for expenses, fees, taxes, fines, penalties, or any other charges whatsoever incurred by you or on your behalf, except as authorized by us in. writing

2 This agreement cancels any preceding agreement, and this agreement supersedes all previous sub producer agreements, whether oral or written, and shall remain in full force and effect until suspended or terminated as provided herein.

7 In the event that any regulatory authority requires an audit of your records at your office, you shall cooperate in every reasonable manner.

8 Each Party will hold to other party's Confldontial lnformation in confidence and will safeguard it in at least the same manner as a prudent business person would safeguard his or her own proprietary information and trade secrets.

9

10 You agree that you will not take any action to personally, by telephone, mail or other electronic media, solicit our policyholders or those of our Affiliates and other sub-producers, for any product or service without out:' prior written consent It is understood and agreed that, except as mandated by Applicable Law, all rights and benefits relating to the solicitation of any of our policyholders or those of OlIT Affiliates and other sub-producers, to renew his policy and the attendant rights, title and interest in and to the list of such policyholders and data relating to their insurance (including Insurance renewal dates) are our property and you shall take no action to undermine those rights and benefits without our and our Affiliates and other sub-producers prior written consent. Notwithstanding the foregoing, it is understood and agreed that promotions we or you undertake, or any of om- Affiliates and other sub-producers undertake that are directed at the general public at large, or segments there ot~ including, without limitation, mass mailfng based on commercially acquired mailing lists, newspaper, radio and television advertisements, shall not constitute hereunder, provided that no segment consist primarily of our or those of our Affiliates and other sub-producers policyholders.

15. MISCELLANEOUS

You are an independent contractor and not all employee ofBIFS,LLC. We shall not be responsible for your expenses. Your sale remuneration shall be the commission set forth in the attached schedule of commissions which we may amend from time to time.

This agreement constitutes the entire agreement between the parties. It supersedes any prior agreement or understanding between them, and may only be modified or amended by writing and signatures of the parties involved. If any provisions of this agreement shall be held invalid, the remainder of this agreement shall not be affected.

The agreement is made in California and shall be governed by California law. The prevailing party in any litigation, arbitration or mediation shall be entitled to reasonable attorney's fees and costsfrom the others party for all matters, including but not limited to appeals. All parties submit to jurisdiction and accept venue in San Rafael, California for any litigation, arbitration or mediation involving this agreement. No action Shall be construed as limiting the ability of company to suspend the authority of the sub producer. This paragraph shall survive termination of this agreement.

B1FS,LLC. makes no guarantee as to the length of time it will be appointed with any of"thc Companies", If an appointment with one or any of the companies is terminated, BlFS,LLC. will give the Sub-Producer notice of such changes as soon as is reasonable. From time to time BIFS,LLC. will be appointed with ns:;w Companies. At that time; the Sub-Producer may have the ability at, our discretion, to place business under ru96e companies subject to their terms and conditions and subject to the commission agreement arrived at for lew company.

BIFS,LLC.

Accepted and agreed to;

By:

Printed Name: Mahmoud Akhavi

Title: Managing member

• Where applicable, we have joined with the Companies Service Centers to service the

business written through BIFS,LLC. The cost of the service center is between 1 % and 2% of written premium. This is deducted from your commission before the commission calculations are made as per below.

Commission Schedule

Commissions will be paid at the following rate no later than. 30 days after the end of the month they are paid to us. No advances are possible.

Personal Lines

You will be paid 35% of the commission paid to BIFS,LLC. for business written under your sub-producer code or written by you under the name ofBIFS,LLC., on new and renewal business.

Life Insurance

You will be paid 35% of the commission paid to BIFS,LLC. for business written under your

sub-producer code or written by you under the name of BIFS,LLC., on both new and renewal business leads developed by you, 35% of the commission paid for leads developed by us.

Commercial Lines

You will be paid 35%ofthe commission paid to BIFS!LLC.for business written under your sub-producer code or written by you under the name ofBIFS!LLC.! on new and renewal business.

All other Lines

You will be paid 35% of the commission paid to BIFS, LLC. for business written under your sub-producer code or written by you under the name ofBIFS,LLC., on new and renewal business.

Addendum

Due to the arangements we have with many of our Insurance Company Partners, it is understood and agreed that as a sub-producer ofBIFS, LLC., you can not cbarge broker fees on the business you place through our Agency.

Any broker fees on surplus lines business that you write with us will be included by us with the quote we supply back to you. No additional fcc's may be added on to the fee's we have attached. The Broker fee's we add will be split at the same rate as the commissions.

Charging Broker Fees 011 business placed through us if without our approval and as outlined above is 9. breach of the contract and will immediately terminate this contract.

Commission schedule may be revised upward when you satisfy 150~OOO.OO written premium

In 6 months or less.

BIFS,LLC.

Accepted and agreed to:

By:

-------------------

Printed Name: Mahmoud Akhavi

Title: Managing Member

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