DECLARATION OF NON-SOLICITATION

I, {first_name}{last_name}, HEREBY DECLARE AND AFFIRM as follows:

1.      Purpose of Declaration
I am executing this Declaration of Non-Solicitation for the express purpose of affirming that I voluntarily contacted {referring_agent} (hereinafter referred to as “The Person”) to inquire regarding potential opportunities with Apex Financial Group S. Corporation. (hereinafter referred to as “AFG”), a duly organized financial services entity. I initiated such contact entirely of my own volition for the sole purpose of obtaining information from The Person concerning AFG. In other words, I sought this information independently; The Person did not solicit, induce, or otherwise approach me. I confirm that no individual, entity, or representative of EFG or its affiliates coerced, persuaded, or influenced me to contact The Person or AFG in any manner.  {initial}, [Initials]

2.     Non-Inducement
The Person has not, directly or indirectly, at any time, invited, encouraged, advised, solicited, or induced – nor attempted to do so – me to terminate, resign, or otherwise disengage from my prior or current employment, contract, or agreement. No one has acted on behalf of The Person, AFG, or any of their affiliates to induce or encourage such actions. {initial}, [Initials]

3.      Non-Disparagement
In all interactions with The Person to date, The Person has not made, and I have no reason to believe will make in the future, any disparaging, defamatory, or negative remarks regarding my current or former employer(s) or any entity with which The Person has been previously affiliated. {initial}, [Initials]

4.     Truthfulness and Reliance
All statements contained herein are true, accurate, and made in good faith. I execute this Declaration voluntarily and of my own free will. I hereby authorize The Person to rely upon the contents of this Declaration in dealings with any third party and to disclose this Declaration to any third party as The Person reasonably deems appropriate and in their best interests. It is my intention that any third party receiving such disclosure may rely upon the truthfulness and accuracy of the contents herein. {initial}, [Initials]

5.      Confidentiality
I further acknowledge and agree that all information obtained from The Person is strictly confidential and privileged. I covenant and agree not to disclose, share, or communicate such information to any individual or entity without the express written consent of The Person. ___{initial}______, [Initials]

EXECUTED AND SIGNED this at City  {city},     State,.{state}zip code  on the_____day of _________, 20, at                                                                                    

Signature:x{signer_signature}Witness: x    {referring_agent_signature}

PrintName:{first_name} {last_name}.     Print Nam(Witness):{referring_agent}

APEX FINANCIAL GROUP INC. PRODUCER OWNERSHIP AGREEMENT

The parties hereby acknowledge and adopt this producer ownership agreement as of {today} {today}{today}(the 'Agreement')

BETWEEN

APEX FINANCIAL GROUP INC. (the “Apex”) and {first_name}{last_name} (the “Producer”)

A natural person residing in the City of {city}, State of {state}, United States, whose identity is verifiable through government‑issued credentials (hereinafter the ‘Associate’)

WHEREAS, Apex, in its capacity as a managing general agency, administers life insurance brokerage activities across various U.S. states, and the Associate understands that Apex’s approved operating jurisdictions shall be regularly revised and published within the Apex Back Office platform as Apex grows and secures additional state authorizations.

AND WHEREAS, Apex consents to engage the Associate under this Independent Associate Agreement, whereby the Associate shall operate as an independent producer responsible for marketing and distributing financial products, including insurance, annuities, and investment‑related instruments, through carriers represented by Apex and in accordance with Apex’s established distribution authority.

NOW THEREFORE, in recognition of the mutual promises and obligations contained within this Agreement, Apex and the Associate do hereby agree to the following terms and conditions:

1. SERVICES. Apex agrees to retain the Associate, and the Associate agrees to render the services specified in this Agreement, subject to and governed by the terms and conditions contained herein (the ‘Services’).”

2. APPLICABLE BUSINESS. This Agreement shall govern all business submitted by the Associate to Apex from any U.S. state in which the Associate is duly licensed. Apexpex authorizes the Associate to solicit and accept applications for insurance and related financial products from carriers with whom Apex maintains an appointment, provided the Associate holds the requisite licenses to transact such business. The applicable insurance carrier (the ‘Insurer’) retains sole and final authority to approve or decline any contract or application. Apex further empowers the Associate to perform all acts reasonably necessary to facilitate the placement of such insurance contracts, except that the Associate shall have no authority to adjust, compromise, negotiate, or settle any claim on behalf of Apex, nor to waive any term, condition, or requirement of any bond, policy, or contract. The Associate shall submit all requests for coverage and insurance applications to Apex, and Apex shall accept such submissions when they comply with the underwriting standards and procedural requirements established by the Insurer. Where applications are not transmitted electronically directly to an Insurer and are instead submitted through Apex’s contractual channels, Apex shall forward such applications on the Associate’s behalf through its Back Office system or by any other method acceptable to the applicable Insurer.

3. CERTIFICATION. The Associate shall maintain all required State insurance licenses throughout the Term and ensure that any individuals acting under the Associate’s direction are likewise properly licensed. The Associate must obtain and keep active Apex‑approved E&O coverage and provide Apex with current proof of all licenses and certificates through the Back Office system. All licensing costs, State fees, and E&O expenses are solely the Associate’s responsibility.

4. Client Representation & Account Responsibilities

At Apex Financial Group, our Associates serve as trusted representatives for their clients throughout every stage of the financial planning process. When conducting business under this agreement, Associates are expected to act in the best interests of the individuals and families they assist.

Associates are responsible for presenting financial solutions, guiding clients through available options, and providing ongoing support for accounts and policies they manage. This includes maintaining professional service standards, handling client communications efficiently, and ensuring all account-related activities are properly managed.

In addition, Associates must promptly submit required updates, transactions, documentation, and any requested modifications in accordance with company procedures and compliance guidelines. Maintaining accurate reporting and timely communication helps ensure a smooth experience for both clients and the organization.

5. Commission & Compensation Policy:

As compensation for business submitted through and accepted by an insurer, the Associate shall be eligible to receive commissions based on premiums paid, in accordance with the commission schedules and policies maintained in the Apex back-office system. Apex Financial Group reserves the right to modify commission schedules, payment structures, or compensation policies at its sole discretion and, when reasonably possible, will provide written notice prior to such changes.

No commission or other compensation shall be payable unless the Associate has provided and maintained all licenses, registrations, appointments, and other documentation required under this Agreement and applicable law through the Associate’s back-office profile. Failure to upload or maintain the required documentation may result in withholding or delay of compensation until all requirements are met.

Where the Associate performs services in connection with a Field Executive Director of Apex, the Associate acknowledges and agrees that commission statements and related compensation reports may be made available to such Field Executive Director.

6. Suspension of Business Activities

Apex Financial Group reserves the right to temporarily restrict or suspend an Associate’s ability to submit applications, process new business, or conduct transactions through insurance carriers whenever a compliance review, internal audit, or investigation is considered necessary.

If a regulatory agency or licensing authority requires an extended review period, the Associate shall fully comply with all applicable directives and timelines imposed by such authority. During any active investigation or administrative review, the Company or participating insurers may place temporary holds on new business submissions, contract approvals, commission payments, or related account activity.

The Associate acknowledges and agrees to cooperate with and comply with all restrictions, procedures,

7. Commission Chargebacks:

The Associate shall be fully responsible for the repayment to Apex Financial Group of any commissions advanced or paid in connection with policies that are canceled, rescinded, lapse, reduced in premium, remain unpaid, or otherwise result in a Chargeback (each, a “Chargeback”). Repayment shall be due in the same amount and proportion as the commissions originally paid to the Associate.

Apex shall provide written notice of any Chargeback obligation (“Chargeback Notice”). Any unpaid Chargeback balance remaining outstanding thirty (30) days after delivery of the Chargeback Notice shall accrue interest at the rate of five and one-half percent (5.5%) per annum, calculated from the date of the Chargeback Notice until paid in full.

The Associate authorizes Apex to offset or deduct any outstanding Chargeback amounts, including accrued interest, from future commissions, bonuses, incentives, or any other compensation payable to the Associate to the fullest extent permitted by applicable law

8. Roll-Ups

If any Chargeback balance remains unpaid for more than twelve (12) weeks following delivery of a Chargeback Notice to the Associate, Apex Financial Group may, at its sole discretion, assign its rights to collect such outstanding balance to the applicable Field Executive Director with whom the Associate is affiliated (the “Roll-Up).

Any Chargeback amounts subject to a Roll-Up shall remain payable through Apex’s authorized broker support or accounting department only. The Associate shall not make direct payments to the Field Executive Director unless expressly authorized in writing by Apex. All payments must be processed through Apex to ensure proper accounting, reporting, and reconciliation.

Apex further reserves the right to support the applicable Field Executive Director in pursuing the recovery of unpaid Chargeback balances, including engaging third-party collection agencies or other lawful recovery actions permitted under applicable law.

9. ADVERTISING APPROVAL. No advertisement, listing, promotional material, or any other written or printed material that refers to Apex, including its name, trademarks, logos, proprietary designs, or the names, marks, or rate information of any insurer represented by Apex, shall be produced, distributed, or displayed unless and until it has been submitted to and approved, in writing, by Apex’s Marketing and Compliance departments. The Associate shall not issue, circulate, or otherwise utilize any such material until written clearance is obtained from Apex and, where relevant, the applicable insurer. All requests for approval must be made no later than two (2) weeks prior to the date the Associate expects to use or publish the content. 

10. TAXES; EXPENSES. The Associate shall be solely, fully, and non-delegably liable for all expenses, costs, charges, or financial obligations incurred by the Associate in the delivery of the Services. The Associate acknowledges expressly that, as an independent contractor, it is solely and unequivocally responsible for calculating, withholding, reporting, and remitting all taxes, premiums, contributions, assessments, and statutory payments required under federal, provincial, or local law, whether relating to itself or to any individuals it employs or engages. Such duties include, but are not limited to, income taxes, employment insurance premiums, United States Pension Plan payments, and assessments from the Workplace Safety and Insurance Board. Apex shall have no liability in respect of any such filings, deductions, remittances, penalties, arrears, or non-compliance whatsoever, and these shall be the sole responsibility of the Associate. 

11. LIABILITIES. Apex shall have no liability or exposure of any kind for any losses, damages, claims, or liabilities arising out of, in connection with, or resulting from any fraudulent, negligent, unlawful, or otherwise improper acts or omissions of the Associate. The Associate shall be totally and individually liable for all repercussions of such wrongdoing and shall fully defend, indemnify, and keep Apex harmless from any legal action, regulatory process, complaint, or claim filed against the Associate. The Associate shall be solely and totally responsible for all legal, financial, and administrative consequences of the Associate’s behavior. 

12. LIMITATIONS OF ASSOCIATE RELATIONSHIP. The Associate shall have no authority to change, alter, waive, cancel, or release any policy, contract, process, or obligation, and the Associate shall not investigate, negotiate, adjust, or settle any claim. The associate shall promptly advise an approved adjuster appointed by Apex of any claim of which the associate becomes aware. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, fiduciary relationship, or servant‑master relationship between the parties. The associate is and shall at all times be an independent contractor exclusively. The Associate is specifically barred from binding Apex, obligating Apex, or claiming, directly or indirectly, that the Associate has any capacity to act on behalf of Apex. Any such representation or attempt to exercise such authority shall be a significant breach of this Agreement. 

13. OWNERSHIP OF BUSINESS. The parties agree and acknowledge that all insurance and investment business submitted, written, or serviced under this Agreement shall be the sole and exclusive property of the Associate (the “Book of Business”). Notwithstanding anything else included herein, in the event this Agreement is terminated for any reason, and the Associate owes Apex any outstanding Chargebacks (the “Chargeback”), Apex shall have an immediate, perfected, and enforceable lien on the Book of Business. Apex shall have no responsibility to release, transfer, or otherwise surrender any portion of the Book of Business until the chargeback has been fully paid, settled, and cleared in accordance with relevant legislation. Apex shall release its lien and restore the book of business to the associate upon full fulfillment of the chargeback in accordance with applicable legal conditions. 

14. OWNERSHIP OF SHARES. During the Term, the Associate may, in Apex’s sole, unfettered, and absolute discretion, become entitled to receive or acquire certain shares or equity interests in Apex (the “Shares” together). Apex shall have the sole discretion to determine any such entitlement, including the valuation, consideration, conditions, timing, and manner of issuance, and the Associate shall have no claim, expectation, or vested right to any Shares unless and until such entitlement is formally granted in writing by Apex.

15. TERM AND TERMINATION 

a. Term: The Associate recognizes that this Agreement shall commence on the Effective Date and shall remain in effect until terminated in exact accordance with the termination terms contained in Section 18. “No continuation, renewal, or extension shall be implied by conduct or assumption unless expressly authorized in writing under this Agreement.

b.Immediate Termination for Cause.  Either party may immediately terminate this Agreement by written notice to the other party stating the exact reasons for such termination. For purposes of this Agreement, “cause” shall include, but not be limited to, the following circumstances: *

i. Criminal Proceedings – Any charge, prosecution, or conviction of a party for a major offense, fraud-related misbehavior, or any infraction that is considered a criminal act under USA law.

ii. Misuse of Assets – Any intentional misappropriation, diversion, or use of money or property belonging to Apex, another party, or any policyholder.

iii. Regulatory Ineligibility – The loss, suspension, refusal, or non-renewal of any authorization, license, or credential that is necessary for a party to legally perform responsibilities under this Agreement;

iv. Unauthorized Client Policy Activity – Any change, replacement, or cancellation of a client's policy belonging to another Apex Associate without prior written authorization from Apex's Compliance section.

v. Loss of Required Licensing—The Associate loses, for whatever reason, any license or registration required of the Associate under this Agreement.

vi. External Product Activity (“Selling Away”) — Selling, promoting, or referring products or services other than those approved by Apex’s IMO channels, mutual fund dealers, or authorized referral arrangements, or entering into any agreement with another IMO or FMO without the prior written consent of Apex. "Selling Away" means, for purposes of this Agreement, any transaction with outside suppliers that circumvents the distribution structure approved by Apex.

C. TERMINATION WITH NOTICE. Either party may terminate this Agreement upon giving at least thirty (30) days' advance written notice of termination. The notice shall set forth clearly the exact grounds on which termination is sought. For the purposes of this agreement, ‘cause’ shall include, but not be limited to, the following circumstances:

i. Violation of Internal Rules – Any violation of internal rules, operating directives, or procedural requirements of Apex by the associate.

ii. Violation of Business Standards failure by the Associate to comply with the Business Standards of Apex or any standards, guidelines, or codes of conduct incorporated herein."

16. NO CONFLICTING OBLIGATIONS.

a. The Associate warrants and represents that there is no present agreement, limitation, or contractual undertaking that prevents the Associate from performing the tasks or responsibilities specified under this Agreement.

b. Covenants, Duties, and Continuing Obligations

i. Covenants Prior Release Requirement—If the Associate is bound by restrictive covenants with a prior IMO, the Associate must upload proof of resignation from such prior IMO through Apex’s back-office system before submitting any insurer-related contracting documents to Apex.

ii. No Third-Party Confidential Material. The Associate shall not reveal, communicate, or use any confidential, proprietary, or trade secret information of any third party in the performance of services for Apex.

iii. Intellectual Property Compliance – The Associate shall not engage in any action that infringes, breaches, or misappropriates the intellectual property rights of any third party.

iv. No breaches of External Duties. The Associate shall not engage in any action that might result in the Associate breaching any legal, contractual, or fiduciary commitment to any third party.

C.Effects of the Breach. The Associate agrees that any breach of this Section 15 shall be a material and serious breach of this Agreement. In the event of such a breach, the Associate shall defend, indemnify, and hold Apex harmless from any and all liability, including, without limitation, any and all claims, demands, actions, losses, penalties, damages, and expenses of any nature whatsoever, in connection with or arising out of or in connection with the breach or any allegation of breach by the Associate of the obligations contained in this Section 17, at the Associate’s sole cost and expense.

17. EFFECT OF TERMINATION. In the event of termination of this Agreement for any reason, the following terms will immediately apply and govern the rights and obligations of the parties following termination:

a. New Business Adjourned

No Further Submissions – Apex shall stop receiving any new applications, contracts, or business submissions from the Associate as of the termination date.

b. Release of Commissions

 Commission Payout Conditions —Subject to the fulfillment of all provisions regarding the debt owed by the associate, Apex shall release any earned or pending commissions only after the earlier of the following:

(i) the completion of all transfers or cancellations initiated by the associate or

(ii) two (2) years from the effective termination date.

c. Chargeback Liability

Chargeback Repayment. The Associate shall refund to the Company all outstanding chargebacks within thirty (30) days of the termination date. The termination shall not affect or invalidate any business filed prior to the date of termination.

d. Forfeiture of Override Compensation

No Overrides After Termination—Upon termination, the associate forfeits all overrides to commissions of any downline organization. Any business provided by a downline prior to the termination date will also be forfeited.

e. Return of Materials

Apex Property – All marketing products, printed materials, policy documents, merchandise, and other materials provided by Apex must be returned within thirty (30) days of termination.

f. Limitations During Notice Period

Access Suspension. Upon termination under Section 17(c), the associate's access to the back‑office system shall be suspended, and the associate shall not be allowed to submit new business during the thirty (30)‑day notice period.

18. REPURCHASE OF SHARES. If Apex terminates this Agreement in accordance with Section 17(b), or if the Associate is in breach of any material term of this Agreement, Apex may, in its sole discretion, and without any obligation to do so, purchase any Shares from the Associate. The acquisition price shall be determined in Apex's exclusive and absolute discretion, based on the fair market value of the shares. Apex may deduct from the purchase price any payments that the Associate owes to Apex.

Authority to Effect Repurchase

a.        Appointment, Irrevocable

Upon exercise of its buyback right by Apex, the Associate hereby irrevocably appoints any officer or director of Apex (the "Officer") as the Associate's lawful representative for the sole purpose of executing any documents, transfers, and instruments necessary to effectuate the repurchase. The officer may execute the appropriate documents in the associate's name and on the associate's behalf.

b.       Not a Continuing Power of Attorney

This appointment is confined solely to the purchasing procedure and is not intended to operate as a continuous power of attorney under any provincial or territorial substitute-decision, estate-planning, or similar legislation. It does not revoke any continuing power of attorney already given by the Associate, nor is it revoked by any subsequent continuing power of attorney executed by the Associate.

c.        Obligation of non-interference

The Associate agrees not to do anything that might prejudice, restrict, or terminate this authority prior to the earlier of:

(i)    the termination of this Agreement or

(ii) the date on which the Associate ceases to hold any Shares.

POA PAYMENT AUTHORIZATION, PRE-AUTHORIZED DEBIT AGREEMENT FOR ASSOCIATE SITE, AND ELECTRONIC COMMUNICATION CONSENT

• I assume full responsibility for all transactions processed using my payment information.

• Apex shall have no liability for any disputes, chargebacks, losses, or refunds arising from such use; and

• I shall be solely responsible for the recovery of any funds from such a third party.

• I have read, understood, and voluntarily accepted all terms and conditions of this agreement.

• This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes any prior representations or agreements.

• No oral statements, representations, or inducements have been relied upon, and

• My electronic acceptance, digital signature, or checkbox confirmation constitutes a legally binding signature with the same force and effect as an original handwritten signature under applicable electronic commerce and signature laws.