AGENT’S CONTRACT

THIS CONTRACT, effective on the __________ day of _______________ 20_____, between,

BUSINESS MEN’S INSURANCE, CORP., a Florida corporation herein called “the
Company”, and __________________________ Agent No. __________ of
__________________, herein called the “General Agent” and Agent ______________________
Agent No. ___________ country of ________________________, herein called the “Agent”.

1. (a) The agent is hereby appointed by the Company for the following territory
______________________ (but said territory is not assigned exclusively to the agent),
to solicit applications for policies issued by the Company and to perform other such
duties as may be required by the Company in accordance with written rules and
instructions as issued and amended from time to time by the Company.

2. (a) The commissions to which agent may be entitled hereunder are set forth in the schedule
of commissions attached hereto as Appendix A.

(b) On conversion of any plan of insurance to any other plan of insurance special
conditions concerning commissions may apply.

(c) First year commissions are payable following receipt of first year premium and
issuance of a policy by the Company. Renewal commissions are payable during the
period specified in Appendix A.

(d) The payment of compensation provided for in this section is subject to the following
special conditions in addition to the conditions stated elsewhere in this contract.

(I) The date the policy is issued shall be considered the date of production.

(II) Commissions earned shall accrue as premiums are received by the

Company and shall be credited monthly except that if premiums are paid
before due the renewal commissions shall accrue and be credited as of
the date premiums are, in fact, due.

(III) If the amount due the agent at the end of the month shall total less than
$100, such commissions may be credited to the agent’s account and held
until the total is $100 or more.

(IV) With respect to life insurance policies, if the policyholder requests, in

writing a substitution of agent, the original agent will receive
notification of such request. Unless the policyholder submits a written
statement nullifying the request within 30 days, the servicing of the
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Telephone: (305) 443-2898 ● Fax: (305) 442-8486 ● e-mail: bmi@bmicos.com

2018
 policy will be transferred to the agent requested by the policyholder.
With respect to individual health policies only, if the policyholder
requests in writing that the original agent be substituted for another
agent, the original agent will receive notification of such request and
unless the policyholder submits a written statement nullifying the
request within ten (10) days, then the servicing of the policy will be
transferred to the agent requested by the policyholder. The original
agent will continue to receive renewal commissions for two (2) years
following the next anniversary date as long as the policy is renewed.
During this two (2) year period the new agent will service the policy
without receiving commissions. After the two (2) year period the new
agent shall have the right to receive the renewal commissions.

(V) The Agent shall remit all funds from each client directly to the company
within five (5) days of receipt.

(VI) The Agent shall remit for the exclusive benefit of the client, funds
received from that respective client within five (5) days of receipt.

(VII) The Agent shall perform any other duties or obligations as may be
prescribed by the Company from time to time.

3. The agent shall bear all the expenses incurred in the performance of this contract and will
be paid while this agreement is in force, as full compensation for all services, first year
commissions for the period of time specified in Appendix A and renewal premiums
received by and accepted by the Company on policies issued on applications obtained by
the agent.

4. The Company reserves the right to amend Appendix A from time to time in whole or in
part, however, any such amendment shall be only effective with respect to policies issued
subsequent to the effective date(s) of such amendment(s). Such effective date of
amendment shall never be retroactive and the Company will give the agent at least 30
days notice prior to the effective date(s) of any such amendment(s).

(a) The Company reserves the right to adjust the premium, either partially or in
full by Class or Group of Policies. The adjustment will apply only to Health
Policyholders ages 65 and above and to Agents’ portfolios with a net loss
ratio of 85% and above.

5. All commissions provided for in this agreement are payable at the Home Offices of the
Company in Miami-Dade County, Florida, U.S.A.

6. If the Company shall return the premiums on any policy, the agent shall repay the
Company, on demand, the amount of commission received or have such sums charged
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Telephone: (305) 443-2898●Fax: (305) 442-8486 ● e-mail: bmi@bmicos.com

2018
 back against the agent’s account on the premiums so returned, such amount being a debt
due to the Company. Any repayment of unearned or unaccrued commission or any so-
called advances shall be a debt due to the Company by the agent. The Company may
apply any commissions due hereunder to the payment of any debt of any nature, however
arising, now due or to become due. The Company may offset against any claim for
commissions and any other compensation, payable by the Company, its affiliates or to the
agent under this agreement or under any other agreement with the Company or its
affiliates, which are described as any companies owned by BMI Financial Group, Inc.,
now or hereafter existing or future indebtedness of the agent to the Company. Any debt
due the Company by the agent shall be secured by a first lien upon any amounts due or to
become due by the Company to the agent. The agent promises to pay any debt with 9%
interest per year to the Company within 30 days after written demand.

7. No assignment of commissions earned and accrued or to accrue shall be valid unless

authorized and acknowledged in writing by the Company, with a copy of such
assignment filed with the Home Office in Miami, Florida.

8. In the event of the cancellation of any policy for non-payment of premiums or lapsed by
any cause, all rights as to further first year and renewal commissions will be forfeited
unless said policy is actually reinstated solely through the efforts of the original
producing agent.

9. All advertising material shall be submitted to the Company before it shall be printed and
shall not be printed or circulated without the written approval of the Company.

10. Agent warrants and represents that he/she is an independent contractor, as such term is
interpreted under federal income tax laws and withholding regulations.

11. This contract includes all agreements and supersedes any previous contract between the
parties hereto, it being understood that all obligations to the Company heretofore incurred
by the agent still exist and her rights to commissions earned under previous contract is
not impaired.

12. The agent shall pay the agent’s taxes and fees of every type, including licenses, as may
be assessed or required by all governmental laws or authority applicable to the territory
covered by this contract.

13. This contract is made and performable in, an all money due from one party to the other is
payable in Miami-Dade County, Florida. All legal proceedings in regard hereto shall be
instituted in the courts of Miami-Dade County, Florida. The parties hereto expressly
waive any privilege they may have as to venue contrary to this provision. It is further
expressly agreed that all provisions of this contract and any controversy that may arise
hereunder shall be construed according to and governed by the laws of the State of
Florida. The Company and the Agent hereby expressly agree to trial by judge and
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2018
 specifically waive trial by jury in any legal action arising directly or indirectly from this
Policy.

14. No authority is granted to make, alter or discharge contracts for the Company or waive
forfeitures, grant permits, name special rate or bind the Company in any way or any
circumstances to receipt for deferred or renewal premiums or make any endorsements on
the policies of the Company.

15. (a) The agent will cease to be an agent of the Company upon earlier of the dates specified in
subsections (I) through (III) below, the date agent ceases to be an agent of the Company
being herein referred to as the Termination Date:

(I) The date of the agent’s death or total disability; or

(II) The date specified in a written notice of termination which may be given
by either party to this Agreement, such date being the date the notice is
delivered personally or is mailed or is electronically mailed or is sent by
facsimile to the last known address of the party to whom notice is given,
provided that in cases of termination other than for cause, the agent shall
be given thirty (30) days written notice of such termination; or

(III) The date the Company determines that any act as specified in Section
15(b) has occurred.

(b) (I) While this contract is in force or after its termination, if the agent, his/her
agents or employees shall fail to pay over on demand, with verification,
any monies belonging to or due to the Company or breaches any
obligation imposed on the agent, her agents or employees, herein or
induces policyholders to terminate their policies in favor of policies where
the insurer is not represented by the Company, or if the agent commits any
fraudulent, dishonest or illegal act involving the company its employees or
its policyholders, then any and all interests the agent might have in any
commissions, bonuses, benefits or any other compensation under this
contract shall immediately be impounded by the Company and shall be
first applied to compensate the company for all damages resulting from
such action, including actual monetary loss, costs of defense in connection
with any adversary proceedings arising from the wrongful act, expenses
incurred in remedying the wrongful act, and any other damage to the
business and reputation of the Company. After all such reimbursements,
any remaining balance to which agent may be entitled shall be paid over to
the agent.

(c) Participation in the group health and life insurance plan for agents is
conditioned upon the agent being actively contracted by the Company, and
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8950 SW 74th Court, 24th Floor, Miami, FL 33156
Telephone: (305) 443-2898●Fax: (305) 442-8486 ● e-mail: bmi@bmicos.com

2018
 attaining 25,000 CCS points (Crédito de Convención y Seminarios). The
agent must also pay any appropriate premium to the Company; the
Company will pay a proportionate part of the premium, depending on the
agent’s persistency pursuant to guidelines set up by the Company. In the
event that Agent is cancelled by the Company for any reason, then Agent
and his/her Dependents shall immediately cease to participate in the
Group Health Plan and any unearned premium shall be returned to Agent.

16. Second through tenth policy year renewal commissions are vested in agent, that is, such
renewal commissions to which the agent is otherwise entitled under this contract will be
paid after the Termination Date to agent (or in the event he/she is deceased, to his/her
duly qualified legal representative upon receipt by the Company of due proof of such
qualifications). Vested commissions are forfeited if the agent is terminated as per
Section 15(b).

17. Agent hereby represents and warrants to the Company that:

(a) Agent and all his/her subagents shall comply with all applicable local statutes,
laws, regulations and rules, including, but not limited to, any applicable
privacy laws, the USA PATRIOT ACT of 2001 and the statutes administered
by the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) as more fully set forth in Appendix B attached hereto. Company
will take such action as is necessary to amend the Agreement from time to
time as is necessary for Company to comply with the requirements of the
USA PATRIOT ACT of 2001 and the statutes administered by the U.S.
Treasury Department’s Office of Foreign Assets Control and any other
applicable law; and

(b) Agent has never suffered the loss, suspension or termination of any license
issued by governmental authority in connection with activity related to any
type of financial product, and certify that Agent is in compliance as mandated
by the Violent Crime Control and Law Enforcement Act of 1994, if
applicable, having not been convicted of a felony, or other crime of any nature
involving fraud, misrepresentation or moral turpitude. Agent further agrees
that if Agent, or any employee or agents is convicted of a felony or other
crime of any nature involving fraud, misrepresentation or more turpitude after
the Effective Date of this Agreement, Agent will notify Company in writing
immediately after such conviction. Agent shall use its best efforts to ensure
that the foregoing representations and agreements are also true of any agents
engaged under this Agreement.

18. General Agent and Agent hereby agree that he or she shall not, either directly or
indirectly, except as required in the course of its duties or obligations to the Company,
disclose or use at any time, whether during or subsequent to its contractual agency
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Telephone: (305) 443-2898●Fax: (305) 442-8486 ● e-mail: bmi@bmicos.com

2018
 relationship with the Company, any confidential information, knowledge or data relating
to the Company’s business of which General Agent and/or Agent becomes aware by
reason of being in a contractual agency relationship with the Company. Such
information, knowledge and data includes, but is not limited to, marketing research and
targeting strategies, methods of origination of business, pricing, cost, and specific
knowledge of suppliers, vendors, customers, transportation, and other business sources of
the Company, original contacts, the Company’s data base, client and customer lists, data,
records, documents, specifications, computer programs, listings, books, disks, tapes,
system documentation and manuals, processes, methods, information, and intangible
rights which are either developed by General Agent and/or Agent and/or the Company
during the course of the agency relationship or to which General Agent and/or Agent has
access during the course of the agency relationship. All records, files, drawings,
documents (including machine readable documents), equipment and other materials
relating in any way to any confidential information, knowledge or data relating to clients
or customers or the Company’s business shall be and remain the Company’s sole
property during and after the agency relationship. General Agent and Agent agree that he
or she shall not copy any of such materials without the express written consent of the
Company. General Agent and Agent agree and affirm that the information set forth
above includes compilations, devices and methods of the Company that derive
independent value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. General Agent and Agent agree to take all
reasonable steps necessary, or reasonably requested by the Company to ensure that all
confidential information of the Company is kept confidential for the use and benefit of
the Company. The Company shall be the sole owner of all materials, including software
programs, source code, object code, specifications, documents, abstracts, and summaries
developed in connection with General Agent’s and/or Agent’s agency relationship with
the Company. Upon termination of the agency relationship and at any time at the
Company’s request, General Agent and Agent shall promptly return to a representative of
the Company all materials and all copies of materials involving any confidential
information, knowledge or data in the General Agent’s and/or Agent’s possession or
control. General Agent and/or Agent agree not to make or retain any copy or extract
from such materials.

19. The Company agrees that it shall not, either directly or indirectly, except as required in
the course of its duties or obligations to the General Agent or Agent or any of the
policyholders, disclose at any time, whether during or subsequent to its contractual
agency relationship with the General Agent or Agent, any confidential information,
knowledge or data relating to the General Agent’s or Agent’s business of which the
Company only becomes aware by reason of being in a contractual agency relationship
with the General Agent and/or Agent, including the identity of the General Agent or
Agent or even the existence of the agency relationship itself.

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2018
20. The parties agree that damage to the business of the Company by virtue of the violation
of General Agent’s and/or Agent’s obligations hereunder is impossible to ascertain with
any certainty at the date hereof. As a result, in addition to any other remedy permitted by
law or this Agreement, the Company shall be entitled to the remedy of injunction, both
temporary and permanent, restraining General Agent and/or Agent and any person or
entity acting in concert with General Agent and/or Agent, either directly or indirectly,
from breach of this Agreement. In addition to such injunction, the Company shall have
all rights and remedies at law, the Company or otherwise and all such rights and remedies
shall be cumulative and the exercise of one such remedy shall not bar the exercise of any
other remedy. The General Agent and Agent hereby agree and affirm that a breach of the
confidentiality provisions contained in this Agreement, and the use and/or disclosure of
the information provided in paragraph 3 above, constitutes a violation of the Uniform
Trade Secrets Act codified in Florida Statutes Chapter 688, as well as Florida Statute
section 812.035 prohibiting Civil Theft, and shall entitle the Company to all remedies
provided in those sections including injunctive relief, damages, and an award of
reasonable attorney’s fees and costs incurred as a result of the breach. General Agent and
Agent expressly agree and affirm that violation of the restrictive covenants contained in
this Agreement shall cause irreparable injury to the Company. General Agent and Agent
expressly agree and affirm that, without the need to post a bond or other security, General
Agent and Agent shall be enjoined from further violating any of the aforementioned
restrictive covenants

The provisions of this Agreement shall survive any termination hereof.

DATED this ___________day of _______________20_____, at__________________________

Signed, sealed and delivered in the presence of:

___________________________________ ____________________________________
Witness as to both Agent

Witness as to both General Agent

The Company

Witness as to both By: Business Men’s Insurance Corp.

a Florida corporation

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8950 SW 74th Court, 24th Floor, Miami, FL 33156
Telephone: (305) 443-2898●Fax: (305) 442-8486 ● e-mail: bmi@bmicos.com

2018