1099 Referral Fee-Only Solutions Advocate Agreement

By executing THIS AGREEMENT, the Contractor applies for legal authorization to become a B2B Connector Solutions Advocate and enters this contract with B2B Connector hereinafter “Company” and the Contractor hereinafter “SA”, (Company and Contractor may be referred to herein as a “Party” or collectively as the “Parties.”) have read, understand, and agreed to all terms set forth in this Agreement.

WHEREAS, the company B2B Connector helps connect small businesses together by providing lead generation and marketing to fill the calendars for certified representatives to show these small businesses how to save money and create new opportunities for their companies to grow. The Three Verticals are Healthcare/Wellness and Business Lending as well as 1099 Self Employed Medical Insurance. Additional Verticals will be added as needed.

WHEREAS, SA desires to obtain the right from the Company to represent Products and Services, hereinafter "Services"; for the sole purpose of securing qualified appointments. A qualified appointment is defined in the Company’s SA onboarding and training process.

Section One

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties hereto agree as follows:

1. Appointment

Upon the terms and conditions of this Agreement, the Company hereby appoints SA as a non-exclusive agent of the Company, and SA hereby accepts such appointment.

2. Payment For Service

Payments for services under this Agreement shall be defined in Exhibit A, attached hereto. Exhibit A shall define the fees the Company shall pay SA for the performance of services under this Agreement. Company reserves the right to amend, change, or cancel the payments for service at any time.

To support our comprehensive suite of services—including advanced marketing tools, cutting-edge affiliate software, and tailored CRM solutions—B2B CONNECTOR will apply a standard fee of 3% to the total amount due for payout. This fee ensures that we can continue delivering exceptional value and resources that contribute to the ongoing success of each SA.

This 3% fee will be deducted monthly from the total payout amount. It reflects our commitment to providing top-tier marketing support and technology, essential for driving your growth and achieving outstanding results.

3. Term

This Agreement shall be effective as of the Effective Date defined as the original electronic records of the submitted Agreement and shall automatically renew, annually on the anniversary of the Effective Date for an indefinite period, or until the Agreement is terminated by either Party, pursuant to Section 4 of this Agreement.

4. Termination

4.1. Termination without Cause. Either Party may terminate this Agreement, without cause, at any time by giving written, thirty (30) days advance notice to the other Party.

4.2. Written Notice may constitute any electronic transmission such as email or SMS message. However, electronic communication must be accompanied by a written letter, mailed within seven (7) days of the electronic communication.

A. The Company may terminate this Agreement immediately for “apt cause", which shall include: Any action of gross neglect or willful misconduct by SA which is materially and demonstrably injurious to the Company.

• SA’s material violation of any of the Company's policies or procedures.
• SA’s conviction, plea of nolo contendere, guilty plea, or confession to, an act of fraud, misappropriation or embezzlement or any crime punishable as a felony or any other crime that involves moral turpitude.
• SA’s material breach of this Agreement.

4.3 Effects Of Termination

SA’s material breach of this Agreement.

• SA’s material violation of any of the Company's policies or procedures.
• SA’s conviction, plea of nolo contendere, guilty plea, or confession to, an act of fraud, misappropriation or embezzlement or any crime punishable as a felony or any other crime that involves moral turpitude.
• SA’s material breach of this Agreement.

4.4. Forfeiture of Commissions upon Termination for Cause In the event of the immediate termination of this Agreement by the Company for just cause, any payments not yet earned by SA up to and including the date of termination of this Agreement and not yet paid by the Company, as well as all future payments.

4.5. Payments are considered earned by the SA when all the account agreements and contracts have been signed and executed by the account representative and an enrollment and implementation date scheduled with the account.

5. Relationship of Parties

5.1. Independent Contractor.SA agrees to perform the Services hereunder solely as an independent contractor of the Company. The Parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the Parties. SA is not authorized to enter or commit the Company to any agreements. SA shall provide the Services as an independent contractor and shall not act as an employee or officer of the Company.

5.2. Representation. SA shall have the right hereunder to represent that he or she is an "Authorized SA" of the Company and Products. Any other characterization, either stated or implied, shall be prohibited under this Agreement.

5.3. Benefits. SA shall not be entitled to participate in any of the Company's benefits, including without limitation any health or retirement plans. SA shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement.

5.4. Taxes. The Company shall not be liable for taxes, Worker's Compensation, unemployment insurance, employers' liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Affiliate or any other person consulted or employed by the SA in performing Services under this Agreement. All such costs shall be SA's responsibility.

6. Products

6.1. Changes to Products. The Company may, at its discretion, make changes to Products without notice to SA. Such changes may impact the required services provided by SA. SA agrees to comply with all such changes in a timely fashion.

6.2. Promotional Materials. SA shall not alter or revise the content, formatting, wording or terms and conditions of any promotional documents, forms, documents, or components either in print or digital format used by the Company in delivering or promoting Products.

7. Territory and Accounts

Under this agreement SA is authorized to represent Products without geographic restrictions. Active commercial accounts that have been secured by SA shall be protected by the Company for the benefit of SA for as long as this Agreement shall remain in force. Accounts are considered secured upon the submission of a complete and in order Detailed Payroll Report. Complete Detailed Payroll Reports are defined in the Company’s sales and marketing materials.

8. Duties of Solutions Advocate

SA, without limitation, agrees to:

8.1. Professional Conduct.  Act professionally, honestly and ethically and to not engage in any activities that would tend to harm the Company, other SA’s, or commercial accounts.

8.2. Marketing Efforts to Secure Qualified Appointments. Exert ethical efforts to promote, market Products to acquire qualified appointments with accounts. Qualified accounts are any business with more than 10 employees who have a defined annual income outlined in Company’s onboarding and training process. Or as outlined by the management companies for minimums.

8.3 Account Management. ALL Accounts are managed and maintained by the company and are no longer the responsibility of the SA once the program has been implemented.

8.4. Accurate Representations. Not make any statement of fact, representation, guarantee, or warranty, in written or verbal form, that does not accurately represent the Products or the Company.

8.5. Communication with the Company. Notify the Company of all requests by prospective accounts for communication, webinars, contracts, and materials in a timely manner.

8.6.Compliance with Policies. Comply with all policies and procedures set forth by the Company.

8.7.Approved Promotional Materials Use only promotional material either digital or in print that has been created or pre-approved by the Company.

9. Duties of the Company

The Company, without limitation, agrees to

9.1.Marketing and Technical Materials. Provide access to marketing and technical information, brochures, sales tools, instructional materials, advertising literature and other Product data in a digital format to sufficiently facilitate marketing activities.

9.2. Communication and Materials Requests. Respond to requests for communication, webinars, contracts and materials in a timely manner.

9.3. Product Updates. Provide current information as to improvements, upgrades, or other changes in the Products.

9.4. Commission Payments. Make timely payments of commissions as called for under this Agreement.

9.5. Product Quality. Maintain the highest standard of Product development and fulfill to the full extent as represented in the Company literature.

9.6. Training and Sales Support. Provide adequate training and sales support regarding Products.

10. Intellectual Property

SA acknowledges that the Company's trademarks, service marks, trade names, patents, copyrighted materials, and other intellectual property are owned exclusively by the Company or its affiliated partners. Use of such intellectual property by SA shall be following this Agreement. Further, trademarks, service marks, trade names, patents and copyrighted materials and other intellectual property owned by the Company's SA’s shall be protected under the terms and provisions of this Agreement.

11. Confidentiality

As used in this Section, "Confidential Information" shall mean any proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, source and object codes, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, pricing, finances, or other business information.

SA shall not disclose any Confidential Information to any person, firm, or corporation except in strict accordance with this Agreement. SA agrees to use his or her best efforts to keep the Confidential Information confidential. Any use or disclosure of Confidential Information beyond the uses allowed by this Agreement shall require the written authorization of the Company. In addition, the legal obligation of the SA to protect and hold in strictest confidence the Confidential Information shall extend to the Confidential Information of the Company's vendors and associate companies.

Non-Compete and Non-Solicitation Agreement

The Solutions Advocate agrees that, during the term of this Agreement and for a period of 24 months following its termination, they will not, directly or indirectly:

Engage in Competing Business: Engage in any business that competes with our company B2B Connector, LLC within the United States and its territories. This includes, but is not limited to, selling, marketing, or promoting products or services that are like or directly compete with the Company's products or services, as determined by the B2B Connector.

Contact or Solicit Vendors: Contact, solicit, or attempt to do business with any of B2B Connectors vendors, suppliers, or other business partners, with the intent of diverting business from the Company or disrupting the Company's relationships with these parties.

Interfere with Business Relationships: Attempt to interfere with or undermine the B2B Connectors existing or prospective relationships with any customers, clients, vendors, or partners.

12. Force Majeure

The Company is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, pandemics, or other events beyond the control of the Company.

13. Indemnification

13.1. Indemnification by SA.SA agrees to indemnify and hold harmless the Company, its parents, subsidiaries and SA, and their shareholders, officers, Affiliates, employees and directors, from and against all claims, demands, liabilities, losses, damages, costs or expenses, including but not limited to, court costs and attorneys' fees, asserted against, or suffered or incurred by, any of them by reason of, arising out of, resulting from or in any way connected with, directly or indirectly, SA's (i) activities as an SA, including without limitation,

any unauthorized representations made by Affiliate, (ii) breach of the terms of this Agreement, or (iii) violation of or failure to comply with any applicable federal, state or local law or regulation, whether or not litigation is commenced.

13.2. Indemnification by Company. The Company agrees to indemnify and hold harmless SA, its parents, subsidiaries and advocates, and their shareholders, officers, employees and directors, from and against any and all claims, demands, liabilities, losses, damages, costs or expenses, including but not limited to, court costs and attorneys' fees, asserted against, or suffered or incurred by, any of them by reason of, arising out of, resulting from or in any way connected with, directly or indirectly, the Company's (i) activities, including without limitation, any unauthorized representations made by the Company, (ii) breach of the terms of this Agreement or (iii) violation of or failure to comply with any applicable federal, state or local law or regulation, whether or not litigation is commenced.

14. Waiver

The failure of the SA or the Company to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such right to demand strict compliance in the future. No consent or waiver, expressed or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

15. Enforceability

If under any applicable law or rule of any applicable jurisdiction, any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will be interpreted as best to affect the intent of the Parties hereto. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.

16. Arbitration

This Agreement is governed under the laws of the State of Nevada. Except as expressly set forth herein, the Parties agree that in the event a dispute arises between them as to their respective rights, duties and obligations under this Agreement, such disputes shall be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur within the county of Reno in Nevada.

There shall be one arbitrator who shall be an attorney who shall have expertise in business law transactions. Each Party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The arbitrator shall have the right in his or her discretion to authorize the obtaining of discovery, including the taking of depositions of witnesses for the purposes of discovery. The presentations of Parties in the arbitration proceeding shall be commenced and completed within 60 days after the selection of the arbitrator and the arbitrator shall render his or her decision in writing within 30 days after the completion of such presentations. The decision of the arbitrator shall be final and binding on the Parties. An arbitration award may be enforced in any court of competent jurisdiction. At the request of SA or the Company, the arbitrator shall make and provide to the Parties written findings of fact and conclusions of law. This agreement to arbitrate shall survive any termination or expiration of this Agreement.

Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright or other intellectual property or proprietary rights of the Company, without the Company's prior written consent. The Company may seek any applicable remedy in any applicable forum with respect to such disputes.

Nothing in this section shall prevent a Party from terminating this Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other equitable relief available to safeguard and protect its interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any

arbitration or other proceeding. Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to or to subtract from any of the provisions of this Agreement.

Section Two

1. Attorney’s Fees

If any legal action is necessary to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees and expenses in addition to any other allowable relief.

2. Complete Understanding and Modification

This Agreement and the attached exhibits constitute the full and complete understanding and agreement of the Parties relating to the subject matter hereof and supersede all prior understandings and agreements relating to such subject matter. No amendments, variations, modifications, supplements, waivers or changes in this Agreement shall be binding upon any Party hereto unless set forth in a document duly executed by or on behalf of both Parties.

3. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

Counterparts

This Agreement may be executed in two or more counterparts each of which will be deemed an original, but together will constitute one and the same instrument. A signed copy or facsimile of this Agreement may be relied upon as an original for all purposes.

4. Notices

Any notice, request, demand, waiver, consent, approval or other communication required to be given pursuant to this Agreement (each, a “Notice”) shall be in writing and shall be deemed given: (i) upon delivery, if by hand; (ii) after three (3) business days, if sent by express mail or air courier. All Notices are to be made to the Parties at the addresses appearing below.

Exhibit A: Payments

1. Payments: BizCare360

The Solutions Advocate shall be entitled to a Referral Fee on all closed referrals generated by the Solutions Advocate as follows.

UnlBIZCare360: 10-1500 total employees: $15 per enrolled employee per month.
1501+: total employees: $20 per enrolled employee per month.
Plus: 50% matching bonus of Solution Advocate’s Recruits referral fees monthly.
If Solutions Advocate has a qualified business referral for the three-month / quarter.

2. Payments: BizLending360

2.1 Payment of Fees As Earned: Company shall pay any fees earned on an “as earned basis” B2B Connector shall be payable within five (5) days after the equipment is accepted by the lessee in writing and the vendor paid. If this happens before the 15th of the month, SA Funds will go out that first Friday of the new month. However, should any transaction submitted by B2B Connector/ SA and accepted and funded by BizLending360., and for which SA has been paid compensation be placed in default for any reason within the first (90) days after funding, SA agrees to return to B2B Connector. within ten (10) days of a written demand all commissions and expenses paid to it. Initialize: