1 Last Updated: November, 2016 Tangram Insurance Services, Inc. ◊ 140 Second St., Ste 230, Petaluma, CA 94952

BROKER AGREEMENT

Tangram Insurance Services, Inc., ("Tangram") makes this Agreement with ("Producer") (Address) effective as of , 20 .

Producer wishes the assistance of Tangram to obtain insurance for clients and in conducting related insurance

business, and Tangram is willing to assist Producer subject to the terms and conditions in this Agreement. Tangram is

a program administrator for various insurance companies, a managing general underwriter for various Underwriters of

Lloyd's of London and acts in a wholesale capacity for other various markets.

THEREFORE,

I. REMITTANCE OF PREMIUMS AND OTHER PAYMENTS DUE

Where premiums are agency-bill by Tangram, Producer will be responsible for the full balance of all amounts due

for all insurance policies, certificates of insurance and other insurance business, including taxes thereon, arising from

or related to any insurance obtained with the assistance of Tangram. Producer will remit payment to Tangram within

thirty (30) days of the effective date of each invoice or demand for payment issued by Tangram. Producer will remit

each payment at the address of Tangram appearing on this Agreement, or at such other address as Tangram may

provide by written notice to Producer.

Where premiums are direct-bill by Insurers, Producer will be responsible to properly communicate deposit

amounts due, including any taxes or surcharges, or collect deposit amounts when instructed in writing by Tangram, that

are required to bind the account. Producer shall instruct the client to issue payment as instructed by Tangram and to

send deposit premiums directly to the address provided by Tangram. Deposit premiums are due by the effective date

of coverage.

II. PRODUCER'S GUARANTEE OF PAYMENTS AND RELATED COSTS

The obligation of Producer to collect and remit payment to Tangram for for agency-bill premiums, as described in

I above, shall remain the obligation of Producer unless otherwise specifically agreed in writing by Tangram. Further,

where Producer is responsible for the collection of all deposit premiums for policies that are direct-bill by Insurers,

Producer will remit to Tangram or the carrier, as instructed, all amounts due. No obligation of Producer to pay Tangram

for any amount shall be terminated, reduced, delayed or transferred without the written approval of Tangram. In the

event of a sale of Producer or its business to any third party; the obligation of Producer to pay Tangram for all amounts

due shall remain the obligation of the undersigned Producer unless otherwise specifically agreed in writing by Tangram.

Last Updated: November, 2016 Tangram Insurance Services, Inc. ◊ 140 Second St., Ste 230, Petaluma, CA 94952 2

Where premiums are agency-bill or where Producer is responsible for deposit premiums as described above, Producer

will remit to Tangram all amounts due without regard to whether Producer can collect any amounts from an account,

insured or other party for those policies.

In the event that Tangram may be required to take any action to collect any amounts not paid by Producer

when due, then Tangram shall be entitled to reimbursement of all costs incurred to collect any amounts due from

Producer, including but not limited to attorneys' fees and court costs. In the event that any fines, penalties or other

liabilities, costs or expenses may be levied, assessed or charged by any government agency or surplus lines

association as a result of Producer's failure to remit any payments when due, then Tangram shall be entitled to

reimbursement from Producer of all such amounts.

III. COMMISSIONS AND RETURN PREMIUMS

Producer shall be entitled to commission as a percentage of the premiums paid. Producer shall be required to

pay return commission (if any) for any return premiums, including but not limited to return premiums resulting from any

cancellations, reductions or amendments to the terms of any insurance subject to this Agreement. Notwithstanding the

foregoing, no commission will be payable on premium collected subsequent to the referral of amounts due under

specific policies to a third party collection agency and/or attorney.

Disputes that arise as the result of an accounting issue shall be submitted in writing from the party seeking

resolution. Disputes will be responded to by the receiving party within 30 days of receipt of the dispute. The Producer

and Tangram will attempt to resolve the dispute in good faith.

Producer warrants that they are in compliance with appropriate state statutes as regards unclaimed funds of

policy holders and that all notifications, processes, escheat and reporting requirements are followed.

IV. AUTHORITY TO BIND INSURANCE

Producer shall not bind, nor agree to bind, Insurers with respect to any insurance without authorization in

advance from Tangram. Producer shall pay and indemnify Tangram for the full amount of any costs, liabilities and

other damages or expenses arising from any unauthorized binding of insurance by Producer, including but not limited

to all costs and attorneys' fees for defending Tangram against any claims arising from any unauthorized binding of

insurance by Producer.

3 Tangram Insurance Services, Inc. ◊ 140 Second St., Ste 230, Petaluma, CA 94952 Last Updated: November, 2016

V. ADVERTISING

Unless specifically authorized by Tangram in advance in each instance, Producer shall not create, order,

distribute, place or allow any advertising, advertisement or other promotional materials which make any representations

regarding Tangram or which reference Tangram in, on or through any medium, including but not limited to periodicals,

circulars, newsletters, handbills, radio, television, and any other means of communication. Producer shall pay and

indemnify Tangram for the full amount of any costs, liabilities and other damages or expenses Tangram may incur from

any unauthorized advertising or promotional references by Producer, including but not limited to all costs and attorneys'

fees for defending Tangram against any claims arising from any unauthorized advertising or promotional references by

Producer.

VI. ERRORS AND OMISSIONS INSURANCE REQUIRED OF PRODUCER

With respect to all business conducted or to be conducted under this Agreement, Producer shall at all times

maintain insurance coverage against liability for its errors and omissions with limits of liability of at least One Million

Dollars ($1,000,000). Producer further warrants that such errors and omissions insurance is already in effect and in

good standing as of the execution of this Agreement. Tangram may require Producer to provide evidence of Producer's

errors and omissions insurance coverage at any time.

VII. MAINTENANCE OF INSURANCE LICENSE

With respect to all business conducted or to be conducted under this Agreement, Producer shall at all times

maintain a Property and Casualty Agent/Broker insurance license meeting the requirements of the state in which the

Producer conducts business. Producer further warrants that such license is already in effect and in good standing as

of the execution of this Agreement. Tangram may require Producer to provide evidence of Producer's insurance license

at any time.

VIII. INDEMNIFICATION

Tangram shall indemnify, defend and save harmless Producer, its affiliates, directors, officers, employees,

representatives, contractors, assigns and successors-in-interest, from any loss, claim, liability, damage and expense

(including attorney's fees and expenses of litigation or settlement) arising out of or in connection with this Agreement,

which Producer may incur or suffer by reason of negligent acts or omissions or willful misconduct of the other party,

material inaccuracy or any representation or breach by Tangram of any term, condition or warranty contained in this

Agreement, provided the party being so defended and indemnified has not caused or contributed to such liability by its

own negligent acts or omissions or willful misconduct. The party being so defended and indemnified agrees, as a

condition to such indemnification, to notify the other party of any claim or suit against it and, subject to the prior written

consent of the party being so defended and indemnified, to allow the indemnifying and defending party to make such

investigations, settlement or defense thereof as the indemnifying and defending party deems prudent.

Please Type FULL Name Above

Last Updated: November, 2016 Tangram Insurance Services, Inc. ◊ 140 Second St., Ste 230, Petaluma, CA 94952 4

Producer agrees to jointly and severally indemnify and hold harmless Tangram, its Insurers(s), claims

administrators and servicing companies (“indemnified Parties”) against any and all losses and damages Tangram shall

incur which result from, arise out of, or relate to Producer's duties, obligations, or performance under this Agreement or

as a result of any dispute, including allegations of negligence or the violation of insurance, privacy, or consumer

protection laws of any state, federal, or local governmental authority by Producer and/or its agents, employees, or

representatives. Producer shall have liability for reasonable and necessary defense costs incurred by the “Indemnified

Parties” but only to the extent caused by Producer's negligence and recoverable under applicable law on account of

such negligence.

IX. CANCELLATION OF THIS AGREEMENT AND SUBSEQUENT PAYMENTS

Either Producer or Tangram may cancel this Agreement by providing 60 days written notice from one party to the

other party. In the event that Tangram cancels this Agreement due to violation of any terms by Producer, then

Producer hereby agrees to relinquish and waive any further right or claim to any subsequent commission and to any

other payment from Tangram , if any, to the extent necessary to satisfy any payments due to Tangram under this

Agreement. In the event that this Agreement may be canceled without violation of any terms by Producer, then any

subsequent commissions and return premiums arising from any transaction for which an original commission was

earned under this Agreement shall be paid after cancellation of this Agreement, subject to all other terms and

conditions of this Agreement.

X. OWNERSHIIP OF EXPIRATIONS

Producer shall retain ownership of expirations for all policies that Producer placed through Tangram.

XI. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California,

without reference to the choice of law provision thereof.

Agreed upon this day of , 20

Producer:

Producer Signature

Tangram Insurance Services, Inc.

Rekha Schipper, President