Broker Licensing Agreement

Effective Date: June 14, 2026

This Broker Licensing Agreement (“Agreement”) is entered into as of the Effective Date by and between:

O’Eme, LLC, a Delaware limited liability company
Address: [Insert Address]
(“O’Eme”)

and

, a
Address: , ,
(“License Holder”)

O’Eme and License Holder may each be referred to herein individually as a “Party” and collectively as the “Parties.”

License Holder represents and warrants that the individual executing this Agreement on its behalf has full power and authority to bind License Holder to the terms of this Agreement.

1. Purpose

This Agreement governs License Holder's access to and use of O'Eme's platform and related Services for deployment through License Holder's own client base.

License Holder is the sole licensed user under this Agreement and may not extend access to the Services beyond its own corporate entity except as expressly permitted by O'Eme in writing.

2. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Activation" means the release, delivery, publication, launch, or availability of the Benefit Hub and associated assets for employee or end-user access, whether publicly, privately, or through any designated enrollment or communication channel.

"Approved Carrier Partner" means a carrier or vendor approved by O'Eme to directly fund eligible Services or group activations, subject to O'Eme's confirmation and approval procedures.

"Benefit Hub" means the employer-branded online hub, landing page, portal, or related digital experience created and hosted by O'Eme for benefit communication and support purposes.

"Customer Data" means all information, documents, plan materials, branding assets, contact information, employee counts, carrier materials, and other content supplied by or on behalf of License Holder.

"End Users" means employees, spouses, dependents, participants, and other individuals who access or interact with the Services.

"Group Submission" means a fully completed and approved client deployment submitted through O'Eme's workflow, including intake, script generation, proofing, and readiness for Activation.

"Services" means O'Eme's products, platform, and related deliverables, including without limitation the Benefit Hub, Enrollment Meeting On Demand (EMOD™), segmented benefit plan video assets, AI-assisted script generation, proofing workflows, Sherp™ AI assistant functionality, SMS and email communication tools, posters, multi-language support, and related communication or educational deliverables provided by O'Eme.

3. License Grant and Use Restrictions

Subject to the terms of this Agreement, O'Eme grants License Holder a limited, non-exclusive, non-transferable, revocable license during the Term to use and deploy the Services solely for License Holder's own client base.

License Holder may not, and shall not permit any third party to:

• sublicense, resell, distribute, assign, or otherwise commercialize the Services;
• extend access to the Services outside License Holder's own corporate entity;
• use the Services on behalf of unrelated brokers, agencies, co-ops, associations, or other third parties;
• represent that it owns the Services or any portion thereof; or
• use the Services in a manner inconsistent with this Agreement.

This Agreement grants no distribution, channel, master licensing, or resale rights.

4. Broker of Record (BOR), Agent of Record (AOR), and Ownership of Services

The rights to deploy and utilize the Services under this Agreement are granted solely to the License Holder, defined as the originating broker or agency executing this Agreement.

In the event of a change in Broker of Record (BOR), Agent of Record (AOR), or similar designation for any client, all rights to the associated Services, including any Benefit Hub, content, and deployment assets, shall remain with the License Holder.

Such rights are not transferable to any successor broker, agency, or third party without the prior written consent of the License Holder.

O'Eme shall have no obligation to transfer, migrate, replicate, or otherwise make available any Services, content, or deployment assets to a successor broker or agency absent such authorization from the License Holder.

Notwithstanding the foregoing, access to the Services for the applicable client may continue through the remainder of the active benefit plan period, after which continued access shall require a new deployment under the successor broker or a separate agreement with O'Eme.

This structure reflects the Parties' acknowledgment that the Services are licensed to and delivered through the License Holder, and that the License Holder retains the relationship and associated deployment rights under this Agreement.

5. Annual Licensing Fee

License Holder shall pay O'Eme an annual licensing fee of Fifty Thousand Dollars ($50,000.00) for each contract year during the Term and any renewal term, payable in full at the start of each applicable contract year unless otherwise expressly set forth in writing by O'Eme.

The annual licensing fee provides License Holder with access to the Services and the right to deploy the Services through License Holder's own client base, subject to the terms of this Agreement.

Upon License Holder reaching Fifty (50) cumulative Group Submissions during the applicable contract term, the annual licensing fee for the immediately following renewal term shall be waived, provided that:

• License Holder remains in good standing;
• no material breach of this Agreement exists at the time of renewal; and
• all outstanding amounts due to O'Eme have been paid in full.

6. Activation Fees and Pricing Structure

Unless a group Activation is approved as carrier-funded by an Approved Carrier Partner, the applicable activation fee shall be due for each group submitted through the Services.

6.1 Carrier-Funded Deployments

Where an Approved Carrier Partner directly funds a group deployment, payment shall be made directly to O'Eme upon confirmation and approval through O'Eme's designated workflow.

Carrier-funded submissions must be identified at submission and are subject to O'Eme's approval and verification process. O'Eme may require the submitting party to provide the Approved Carrier Partner name, account executive name, account executive email address, and any additional information reasonably required for confirmation.

O'Eme may begin production activities before carrier funding confirmation is completed; however, no Services shall be released, delivered, handed off, or Activated until payment responsibility has been verified by O'Eme through approved carrier confirmation or direct payment.

6.2 Broker-Funded Deployments

If carrier funding is not confirmed, then payment responsibility defaults to License Holder, and the applicable activation fee must be paid in full prior to Activation.

License Holder may independently seek reimbursement through any third-party reimbursement arrangement, technology allowance, enrollment credit, co-op, vendor reimbursement, client billing arrangement, or similar payment source; provided, however, that O'Eme shall have no responsibility whatsoever for any such arrangement.

6.3 Group Activation Pricing

The following activation pricing shall apply unless otherwise expressly approved in writing by O'Eme:

Under 100 Employees

• Flat fee of $2,400 per group
• Available only upon prior written approval by O'Eme
• O'Eme reserves the right to approve or decline use in this tier based on operational capacity, partnership alignment, submission volume, and related considerations

100 to 200 Employees

• $2.00 per employee per month (PEPM), annualized and billed as a single upfront annual payment in full
• Calculated based on the total number of eligible employees at Open Enrollment launch, as reported by License Holder
• The employee count is fixed at Open Enrollment launch and will not be adjusted based on subsequent increases or decreases in enrollment

201 to 500 Employees

• Flat fee of $5,000 per group

501 to 999 Employees

• Flat fee of $7,500 per group

1,000+ Employees

• Flat fee of $10,000 per group

The above pricing structure is intentionally standardized to provide clarity and consistency, enabling License Holder to deploy the Services across its book of business with confidence and without the need for custom quoting or variable pricing models.

For clarity, renewal activations follow the same pricing structure as new business unless otherwise expressly agreed in writing by O'Eme.

7. Credit Structure

Upon License Holder reaching two hundred (200) cumulative Group Submissions during the applicable contract term, License Holder shall receive twenty (20) activation credits for use during the active contract term.

Each qualifying Group Submission, whether carrier-funded or broker-funded, counts equally toward the cumulative total for purposes of qualifying for the issuance of such credits.

Each activation credit may be applied to any single eligible group activation, regardless of group size, and fully satisfies the applicable activation fee for that group.

Each credit represents one full group activation and is not adjusted based on group size. A credit applied to a group with an activation fee below $5,000 will still be deemed fully utilized, and a credit applied to a group with a higher activation fee will fully satisfy that fee in its entirety.

Credits:

• are non-transferable;
• are non-refundable;
• are not redeemable for cash;
• may not be resold, assigned, or otherwise conveyed;
• may not be used outside License Holder's corporate entity; and
• must be used within the active contract term in which they are issued, after which any unused credits automatically expire.

8. Payment Terms and Activation Control

All amounts due under this Agreement are payable in U.S. dollars.

Unless otherwise specified in writing by O'Eme:

• annual licensing fees are due in full at the beginning of the applicable contract term;
• broker-funded activation fees are due in full before Activation; and
• carrier-funded activations require completed approval and payment confirmation through O'Eme's designated process before release, delivery, handoff, or Activation.

O'Eme may accept payment by ACH, EFT, Stripe, credit card, or any other payment method approved by O'Eme.

If payment is not timely made, O'Eme may suspend production, suspend access, withhold release, delay handoff, refuse Activation, or exercise any other right available under this Agreement or applicable law.

License Holder retains full discretion in how it allocates, structures, or recovers costs associated with the Services, including internal budgeting, client billing, use of activation credits, or third-party funding arrangements, even where such arrangements may extend beyond the base fees payable to O'Eme.

O'Eme is not involved in, nor responsible for, any such arrangements and has no visibility into or control over how License Holder elects to position or fund the Services within its business operations.

Any unpaid amount shall accrue interest at the lesser of one percent (1.0%) per month or the maximum lawful rate, together with reasonable costs of collection, including attorneys' fees.

Taxes. All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including sales, use, or value-added taxes. License Holder shall be responsible for all such amounts other than taxes based solely on O'Eme's net income.

9. Group Size Representation and Verification

License Holder represents and warrants that all group size information submitted to O'Eme is true, accurate, complete, and based on bona fide employee eligibility data existing at the time of submission and at Open Enrollment launch, as applicable.

License Holder acknowledges that group size directly impacts pricing and eligibility. O'Eme reserves the right to request reasonable verification of group size and related eligibility information at any time.

If O'Eme determines that group size or eligibility data has been materially misstated, O'Eme may adjust pricing, suspend Services, withhold Activation, terminate the affected submission, terminate this Agreement for cause, or pursue any other remedy available at law or in equity.

10. Services Scope

The Services may include, as applicable to each deployment:

• creation, configuration, and hosting of the Benefit Hub;
• Enrollment Meeting On Demand (EMOD™) assets;
• segmented benefit plan video assets;
• AI-assisted script generation;
• proofing workflows;
• Sherp™ AI assistant functionality;
• SMS and email communication tools;
• Open Enrollment posters and related visual communication materials;
• multi-language support at no additional charge; and
• such other educational or communication deliverables as O'Eme may provide.

O'Eme may update, refine, improve, or modify the format, workflow, delivery method, or operational process of the Services from time to time, provided the fundamental commercial terms of this Agreement remain in effect unless modified by written agreement.

11. Proofing, Script Approval, and Content Responsibility

License Holder acknowledges that O'Eme may use AI-assisted workflows to generate scripts, content, summaries, or related materials based upon Customer Data and other materials submitted through the Services.

License Holder, and/or the designated representative acting on its behalf, is responsible for reviewing and approving all generated content prior to publication, handoff, release, or Activation.

O'Eme relies on License Holder-provided materials and does not independently verify the substantive accuracy of plan details.

12. Sherp™ AI Assistant

Sherp™ is an AI-powered educational support tool intended to assist End Users with general benefit communication, educational guidance, directional support, and escalation support based on Customer Data and approved materials made available to the Services.

Sherp™:

• does not provide legal, financial, medical, or plan selection advice;
• does not complete enrollments;
• does not act as a fiduciary, broker of record, plan administrator, or legal advisor; and
• may assist in capturing questions, identifying support needs, and routing or escalating inquiries to License Holder, HR representatives, or other designated contacts.

License Holder acknowledges that Sherp™ usage is subject to separate end-user terms, acknowledgments, releases, and disclosures presented at the point of interaction, including any applicable HIPAA-related acknowledgment or consent required for escalation involving personal, medical, or health-related information.

13. Data Management and Security

O'Eme shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data in O'Eme's possession or control from unauthorized access, use, disclosure, alteration, or destruction.

License Holder acknowledges that O'Eme's Services rely upon digital workflows, automation tools, cloud storage, and related infrastructure, and that no system can be guaranteed to be absolutely secure.

License Holder is responsible for ensuring that it provides only such data and content as are appropriate for the intended Services and permitted under applicable law and any applicable end-user acknowledgments or releases.

14. Restrictions and Acceptable Use

License Holder shall not, and shall not permit any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, structure, ideas, or algorithms underlying the Services;
• copy, reproduce, republish, distribute, resell, sublicense, or create derivative works from the Services except as expressly permitted by this Agreement;
• use the Services in any unlawful, misleading, fraudulent, deceptive, or unauthorized manner;
• use the Services outside License Holder's authorized corporate entity without O'Eme's prior written approval; or
• use the Services in any manner inconsistent with their intended purpose of employee benefit education and communication.

15. Compliance and License Holder Responsibilities

License Holder shall be responsible for:

• the accuracy, completeness, and legality of Customer Data;
• obtaining all necessary consents, permissions, authorizations, and approvals required for O'Eme to perform the Services;
• compliance with applicable law, including, where applicable, laws relating to communications, texting, emailing, privacy, solicitation, and data use; and
• ensuring that any designated representatives acting on its behalf comply with applicable submission, approval, and payment requirements.

16. Indemnification and Hold Harmless

License Holder shall defend, indemnify, and hold harmless O'Eme and its affiliates, officers, managers, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Customer Data or any data, documents, or content provided by or through License Holder;
• any alleged inaccuracy, omission, misstatement, or misrepresentation in submitted materials or approved content;
• License Holder's misuse of the Services;
• violation of law by License Holder, including communication, privacy, or consent-related laws; or
• any dispute relating to a third-party reimbursement arrangement.

This Section shall survive termination of this Agreement.

17. Confidentiality

Each Party acknowledges that it may receive confidential or proprietary information from the other Party ("Confidential Information").

The receiving Party shall:

• use Confidential Information solely for purposes of performing under this Agreement;
• protect such Confidential Information using at least reasonable care;
• not disclose such Confidential Information to third parties except to employees, contractors, advisors, or representatives with a need to know and who are bound by appropriate confidentiality obligations.

Confidential Information shall not include information that the receiving Party can demonstrate:

• is or becomes publicly available without breach of this Agreement;
• was already lawfully known to the receiving Party without confidentiality restriction;
• is lawfully received from a third party without breach of obligation; or
• is independently developed without use of the disclosing Party's Confidential Information.

A receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided that, where legally permitted, the receiving Party gives prompt notice to the disclosing Party.

18. Intellectual Property Rights

As between the Parties, O'Eme and its licensors retain all right, title, and interest in and to the Services, platform, software, workflows, trade names, trademarks, branding elements, underlying systems, methodologies, templates, content frameworks, and all related intellectual property and proprietary rights.

Any suggestions, enhancement requests, feedback, recommendations, or other input provided by License Holder regarding the Services may be used by O'Eme without restriction or obligation.

License Holder is granted only the limited use rights expressly stated in this Agreement and acquires no ownership interest in the Services or related intellectual property.

19. Service Duration

Each group deployment, including its associated Benefit Hub and related Services, is intended to support a specific benefit plan year.

Access to each deployed Benefit Hub shall remain active for a period of twelve (12) months from the applicable policy effective date or renewal date.

At the conclusion of such period, the Benefit Hub and associated Services may be deactivated unless renewed, refreshed, or redeployed for the subsequent plan year.

This structure ensures that all benefit communications remain current and aligned with the applicable plan year and prevents the continued use of outdated or non-renewed benefit information.

20. Term and Renewal

This Agreement begins on the Effective Date and continues for a period of twelve (12) months unless earlier terminated in accordance with this Agreement. The Agreement may be renewed for successive terms by written agreement or continued performance, subject to payment of the applicable renewal licensing fee and any other agreed renewal terms.

For clarity, the waiver set forth in Section 5 applies only to the immediately following renewal term after the applicable submission threshold has been satisfied and only so long as the conditions stated in Section 5 have been met.

21. Change of Control and Continuity of Services

In the event License Holder undergoes a merger, acquisition, or change of control, this Agreement shall remain in effect and continue to apply to the surviving or acquiring entity, provided such entity agrees to be bound by its terms.

License Holder shall retain access to all Services that have been paid for in full for the applicable benefit plan period.

The Parties acknowledge that the Services are intended to support a defined benefit plan cycle, and accordingly, in the event of any material change in ownership, control, or operation of either Party, the Services shall continue to be provided in accordance with this Agreement for the remainder of the applicable period, unless otherwise mutually agreed.

22. Suspension and Termination

22.1 Suspension

O'Eme may suspend access to the Services, withhold release, delay handoff, or refuse Activation immediately upon notice if:

• payment is overdue;
• License Holder materially breaches this Agreement;
• O'Eme reasonably believes misuse, fraud, misrepresentation, or unlawful conduct has occurred; or
• suspension is reasonably necessary to protect O'Eme, its platform, other customers, or End Users.

22.2 Termination for Cause

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for fifteen (15) days after written notice, except that O'Eme may terminate immediately for fraud, intentional misrepresentation, unlawful use, or material misuse of the Services.

22.3 Effect of Termination

Upon termination:

• all unpaid amounts immediately become due;
• License Holder's license rights under this Agreement cease;
• O'Eme may disable future access to the Services, subject to Section 19 and Section 21 with respect to already-paid active benefit plan periods;
• Sections that by their nature should survive shall survive, including without limitation payment obligations, confidentiality, indemnification, intellectual property, warranty disclaimers, limitations of liability, and governing law.

23. No Refunds

License Holder acknowledges that the Services involve substantial front-loaded work, production, setup, automation, content generation, configuration, hosting, and deployment activity.

Accordingly, all fees paid or payable under this Agreement are non-refundable once Services have been initiated, production has begun, or any work has been performed in connection with the applicable license term or group submission.

24. Warranty Disclaimer

THE SERVICES ARE PROVIDED FOR EDUCATIONAL AND COMMUNICATION PURPOSES ONLY AND ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, O'EME DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ANY PARTICULAR RESULT OR OUTCOME.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, O'EME SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR EXPECTED SAVINGS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

O'EME'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO O'EME UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE.

26. Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, understandings, proposals, or agreements relating to such subject matter.

No amendment or modification to this Agreement shall be binding unless in writing and signed by both Parties, except that O'Eme may update operational workflows, submission procedures, or administrative processes consistent with this Agreement.

License Holder may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without O'Eme's prior written consent.

No waiver of any breach shall be deemed a waiver of any other breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Nothing in this Agreement creates any partnership, joint venture, fiduciary duty, agency relationship, or employment relationship between the Parties.

27. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

The state and federal courts located in Delaware shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, except that O'Eme may seek injunctive or equitable relief in any court of competent jurisdiction.

28. Notices

All notices under this Agreement shall be in writing and deemed given when received if delivered personally, sent by recognized overnight courier, or transmitted by email to the notice contact designated by the receiving Party, provided that no bounce-back or delivery failure notice is received.

Notice to O'Eme shall be sent to:
[Insert Notice Email / Address]

Notice to License Holder shall be sent to:
Email:
Address: , ,