Strategic Carrier Partnership Agreement

Effective Date: June 16, 2026

This Strategic Carrier Partnership Agreement ("Agreement") is entered into as of the Effective Date by and between:

O'Eme, LLC, a Delaware limited liability company
Address: 89 Liborio Ln New Castle, Delaware(DE), 19720
("O'Eme")

and

, a
Address: , ,
("Carrier")

O'Eme and Carrier may each be referred to individually as a "Party" and collectively as the "Parties."

1. Purpose and Strategic Relationship

This Agreement establishes the framework through which Carrier may participate in, sponsor, fund, support, market, position, and deploy O'Eme's communication platform and related Services in connection with Carrier-supported employer business relationships.

The Parties acknowledge a shared objective of:

• improving employee understanding of benefit offerings;
• improving multilingual communication accessibility;
• accelerating enrollment and re-enrollment deployment timelines;
• reducing enrollment communication friction;
• improving enrollment continuity and employee engagement;
• supporting scalable digital communication delivery;
• improving broker and employer communication efficiency;
• strengthening enrollment execution and communication consistency; and
• creating strategic market differentiation within Carrier-supported business relationships.

The Parties further acknowledge that Carrier participation under this Agreement creates strategic value through:

• reduced broker deployment friction;
• elimination of otherwise applicable broker licensing barriers for eligible sponsored deployments;
• enhanced enrollment communication accessibility;
• strategic retention leverage associated with Carrier Sponsored Deployments;
• improved employer continuity and enrollment consistency;
• multilingual communication scalability; and
• differentiated broker, employer, and employee experience relative to traditional enrollment communication approaches and competing market solutions.

The Parties acknowledge that the relationship contemplated under this Agreement is intended to create mutual strategic value through coordinated market participation, strategic enrollment communication initiatives, scalable deployment infrastructure, and improved enrollment communication experiences.

2. Definitions

"Activation" means the release, delivery, publication, launch, or availability of the Services for employee or End User access.

"Hub" means the employer-branded digital communication environment created and hosted by O'Eme.

"Broker" means the licensed broker, agency, consultant, representative, General Agency, or authorized party responsible for the applicable employer relationship and enrollment process.

"Broker Participation Agreement" means O'Eme's required participation agreement governing Broker access to and use of the Services through approved sponsorship or licensing structures, including Carrier Sponsored Deployments and General Agency master licensing structures.

"Carrier Sponsored Deployment" means any deployment funded, sponsored, subsidized, reimbursed, supported, or otherwise financially participated in by Carrier pursuant to this Agreement.

"Client" or "Employer Customer" means the employer group receiving the Services.

"End Users" means employees, spouses, dependents, participants, and other authorized individuals accessing or interacting with the Services.

"Official Carrier Documents" means carrier-issued quotes, benefit summaries, Summary Plan Descriptions (SPDs), Summary of Benefits and Coverage (SBCs), certificates, schedules of benefits, policies, and related governing plan documentation.

"Services" means O'Eme's communication platform and related deliverables, including:

• Hub creation and hosting;
• Enrollment Meeting On Demand (EMODâ„¢);
• segmented benefit communication video assets;
• AI-assisted script generation;
• proofing workflows;
• Sherp™ AI assistant;
• SMS and email communication workflows;
• Open Enrollment posters and awareness materials;
• multilingual communication support; and
• related communication and educational deliverables.

3. Strategic Carrier Participation Structure

Carrier participation under this Agreement provides Carrier with access to approved Carrier Sponsored Deployment rights, strategic enrollment communication initiatives, preferred sponsorship pricing structures, and coordinated market participation associated with O'Eme's platform and Services.

Subject to the terms of this Agreement, Carrier participation includes:

• access to preferred Carrier sponsorship pricing relative to O'Eme's standard market pricing structure;
• access to approved Carrier Sponsored Deployment programs;
• the ability for eligible Brokers to access approved deployments without otherwise applicable direct broker licensing requirements;
• strategic enrollment communication differentiation;
• strategic retention leverage associated with Carrier Sponsored Deployments;
• enhanced multilingual communication capabilities;
• improved enrollment continuity and communication consistency;
• reduced communication friction for Brokers, employers, enrollment teams, and employees; and
• participation in coordinated enrollment communication initiatives and strategic market positioning efforts.

Carrier participation under this Agreement is intended to support:

• improved Broker adoption confidence;
• improved enrollment communication experiences;
• stronger employee accessibility and engagement;
• scalable communication delivery across distributed workforces;
• enhanced continuity within Carrier-supported business relationships; and
• strategic market differentiation relative to traditional enrollment communication approaches and competing market solutions.

O'Eme retains sole authority over:

• platform operations;
• deployment approvals;
• activation workflows;
• licensing structures;
• operational requirements;
• participation eligibility;
• platform administration; and
• Service delivery infrastructure.

4. Carrier Participation Requirements and Strategic Cooperation

In consideration of the strategic participation rights and benefits provided under this Agreement, Carrier agrees to reasonably support and participate in strategic initiatives associated with the Services.

Carrier participation may include:

• broker and field awareness initiatives;
• enrollment communication rollout support;
• approved webinars, demonstrations, and training initiatives;
• strategic positioning of Carrier Sponsored Deployments within approved distribution channels;
• coordination regarding eligible sponsored deployment opportunities;
• participation in strategic go-to-market initiatives associated with the Services;
• reasonable field engagement intended to support deployment adoption and communication awareness; and
• participation in enrollment communication initiatives intended to support improved employee communication accessibility and enrollment continuity.

The Parties acknowledge that this Agreement is intended to establish a mutually beneficial strategic relationship supporting:

• enrollment communication modernization;
• scalable communication deployment;
• strategic Broker enablement;
• improved employee communication experiences;
• enhanced enrollment continuity; and
• differentiated market positioning.

5. Broker Participation Requirements and Supporting Participation Documentation

Carrier Sponsored Deployments remain subject to execution of O'Eme's applicable Broker Participation Agreement.

All participating Brokers accessing the Services through:

• Carrier Sponsored Deployments;
• General Agency master licensing structures; or
• other approved third-party sponsorship or licensing arrangements

must execute and maintain O'Eme's then-current Broker Participation Agreement.

The Broker Participation Agreement is a required supporting document that defines:

• Broker operational responsibilities;
• proofing and approval obligations;
• deployment authorization requirements;
• compliance obligations;
• communication workflows;
• participation standards;
• operational limitations;
• usage restrictions;
• hold harmless obligations; and
• liabilities associated with Broker use of the Services.

Carrier acknowledges and agrees that:

• all operational Terms of Use obligations remain solely between O'Eme, Broker, and the applicable Employer Customer;
• Carrier is not the operator, administrator, publisher, author, or controller of the Services;
• Carrier participation is limited solely to sponsorship, funding participation, strategic support, and related collaboration expressly defined in this Agreement; and
• O'Eme shall maintain Broker Participation Agreements on file for participating Brokers utilizing Carrier Sponsored Deployments or other approved third-party licensing or sponsorship structures.

6. Relationship Among Carrier, O'Eme, Broker, and Employer Customer

The Parties acknowledge and agree that O'Eme operates as an independent communication and technology platform provider.

Carrier's role under this Agreement is limited solely to sponsorship, funding participation, approved strategic initiatives, and related collaboration associated with Carrier Sponsored Deployments.

Carrier does not:

• operate or control the Services;
• administer enrollment activity;
• manage employee communications;
• author, validate, edit, approve, or publish employee-facing content;
• administer End User interactions;
• provide legal, financial, tax, medical, or insurance advice through the Services; or
• assume operational responsibility for Broker, Employer Customer, or End User use of the Services.

All Terms of Use obligations, operational responsibilities, proofing obligations, deployment responsibilities, communication obligations, consent obligations, and platform usage responsibilities remain solely between:

• O'Eme;
• Broker; and
• the applicable Employer Customer.

Carrier shall not be considered:

• the operator of the Services;
• the publisher of employee-facing communications;
• the owner of employer-specific deployments;
• responsible for platform administration; or
• liable for the use of the Services by Brokers, Employer Customers, employees, participants, spouses, dependents, or other End Users.

Nothing contained within this Agreement shall be interpreted as creating:

• a joint venture;
• co-authorship;
• fiduciary responsibility;
• operational control; or
• liability assumption by Carrier for the Services or their use.

7. Carrier Sponsored Deployment Eligibility and Continuity

Carrier Sponsored Deployments are provided exclusively in connection with employer groups actively maintaining qualifying business with Carrier.

The Parties acknowledge that Carrier Sponsored Deployments are intended to support Carrier-aligned enrollment communication, continuity, employee engagement, and retention initiatives associated with business actively maintained with Carrier.

Accordingly, continued eligibility for Carrier Sponsored Deployments and Carrier funded access is dependent upon the applicable employer group remaining in force and in good standing with Carrier throughout the applicable benefit cycle and renewal period.

If the applicable employer group:

• moves qualifying business away from Carrier;
• replaces Carrier with a non-participating carrier; or
• otherwise ceases to maintain qualifying business with Carrier;

then:

• Carrier sponsorship shall cease at the conclusion of the active sponsored benefit plan period;
• Carrier shall have no continuing obligation to sponsor, fund, subsidize, reimburse, or support the Services following the applicable sponsored term; and
• continued access beyond the applicable sponsored term shall require a separate agreement or independent deployment arrangement with O'Eme.

If this Agreement expires, terminates, is suspended, or is not renewed:

• active deployments shall remain available through the applicable active benefit plan period or policy term for which sponsorship and deployment were approved and funded; and
• renewal or continuation beyond such period shall require a separate agreement, sponsorship structure, or independent deployment arrangement with O'Eme.

8. Sponsorship Pricing Structure

Carrier participation under this Agreement provides access to preferred strategic sponsorship pricing relative to O'Eme's standard retail market pricing structure.

Carrier Sponsored Deployment pricing shall apply as follows:

The Parties acknowledge that Carrier Sponsored Pricing reflects preferred strategic volume pricing associated with Carrier participation, strategic market support, and coordinated enrollment communication initiatives under this Agreement.

The Parties further acknowledge that Carrier participation creates strategic deployment advantages by:

• reducing or eliminating otherwise applicable Broker licensing barriers for eligible sponsored deployments;
• reducing operational deployment friction;
• improving Broker adoption confidence;
• improving enrollment continuity and communication consistency; and
• creating differentiated strategic market positioning relative to traditional enrollment communication approaches and competing market solutions.

Pricing is determined per group at the time of submission and is based on the total number of eligible employees at Open Enrollment launch.

The employee count is fixed at Open Enrollment launch and will not be adjusted thereafter.

9. Payment Terms and Sponsorship Obligations

Carrier acknowledges and agrees that O'Eme begins operational work, production activities, deployment preparation, communication development, scripting workflows, and related Services prior to Activation and employee launch.

Accordingly, Carrier sponsorship approval for an eligible deployment constitutes authorization for O'Eme to commence work associated with the applicable sponsored deployment and creates payment responsibility for the applicable sponsored Services.

Unless otherwise agreed in writing:

• invoices are due within thirty (30) days from invoice date;
• Carrier shall remain responsible for approved sponsored deployment fees regardless of launch timing, enrollment timing, or internal administrative processing delays;
• O'Eme may begin production and deployment preparation activities prior to receipt of payment; and
• Activation may proceed prior to payment completion where operationally appropriate and approved by O'Eme.

The Parties acknowledge that enrollment communication timelines often require accelerated operational execution associated with open enrollment and re-enrollment periods.

Accordingly, the Parties agree to cooperate in good faith regarding invoice processing, sponsorship verification, deployment timing, and payment coordination associated with approved sponsored deployments.

If Carrier fails to satisfy payment obligations within the applicable payment period, O'Eme may:

• suspend future sponsored deployments;
• withhold future Activations;
• revoke preferred sponsorship pricing eligibility; or
• require advance payment for future deployments.

O'Eme shall not unreasonably suspend active deployments already approved and Activated for the applicable sponsored term solely due to administrative payment processing delays.

10. Activation and Sponsorship Verification

Carrier Sponsored Deployments remain subject to:

• O'Eme operational approval;
• sponsorship confirmation;
• completion of required intake workflows;
• completion of required proofing and approval workflows;
• Broker execution of O'Eme's applicable Broker Participation Agreement; and
• verification that the applicable employer group maintains qualifying business with Carrier.

O'Eme may begin production activities prior to final sponsorship confirmation. However, no Services shall be Activated until sponsorship responsibility has been verified by O'Eme.

11. Official Documents and Source of Truth

Official Carrier Documents remain the sole and controlling source of truth for all benefit plan details.

O'Eme does not independently verify the accuracy or completeness of carrier-provided, Broker-provided, or Employer Customer-provided materials.

All generated content remains subject to Broker review, validation, editing, proofing, and approval prior to publication or Activation.

The Parties acknowledge that O'Eme's Services are intended to function as communication and educational infrastructure only.

12. Proofing and Approval Responsibility

Participating Brokers and Employer Customers remain solely responsible for:

• reviewing generated content;
• validating plan details;
• confirming communication accuracy;
• approving final content prior to Activation; and
• ensuring consistency with Official Carrier Documents.

Carrier shall not be responsible for reviewing, editing, validating, proofing, approving, or authoring employee-facing content unless expressly agreed in a separate written agreement executed by Carrier and O'Eme.

13. Sherp™ AI Assistant

Sherp™ is provided for educational purposes only.

Sherp™ does not:

• provide medical, legal, financial, tax, or insurance advice;
• enroll participants;
• determine eligibility;
• adjudicate claims;
• replace Official Carrier Documents; or
• replace Broker, Employer Customer, Carrier, or plan administrator obligations.

Carrier shall not be responsible for End User interactions with Sherp™ or reliance upon educational responses generated through the Services.

14. Data Management and Security

O'Eme maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

Carrier sponsorship does not make Carrier responsible for:

• O'Eme platform operations;
• Broker-provided data;
• Employer Customer-provided data;
• End User interactions; or
• Customer Data management within the Services.

15. Intellectual Property

All intellectual property rights in the Services remain the exclusive property of O'Eme.

Carrier receives no ownership interest in:

• the Services;
• platform infrastructure;
• Hub templates;
• workflows;
• AI orchestration logic;
• Sherp™ functionality;
• software;
• communication structures; or
• related deliverables.

Carrier shall not copy, replicate, reverse engineer, sublicense, commercialize, or create derivative works from the Services without O'Eme's prior written consent.

16. Compliance Responsibilities

Each Party shall remain responsible for compliance with laws and regulations applicable to its own business operations and activities.

O'Eme provides communication and educational infrastructure only and does not:

• provide legal advice;
• provide tax advice;
• provide financial advice;
• provide insurance advice; or
• assume Carrier's, Broker's, or Employer Customer's regulatory or compliance obligations.

Carrier's sponsorship or participation under this Agreement shall not create responsibility for:

• Broker compliance obligations;
• Employer Customer compliance obligations;
• End User communications; or
• operational use of the Services.

17. Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party and its affiliates, officers, employees, managers, contractors, agents, successors, and assigns from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising from:

• breach of this Agreement;
• misuse of the Services;
• violation of applicable law; or
• negligent or wrongful acts of the indemnifying Party.

Carrier shall not be liable for claims arising from:

• Broker use of the Services;
• Employer Customer use of the Services;
• End User interactions;
• content approval responsibilities;
• proofing obligations; or
• operational use of the Services.

18. 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 IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR PRODUCE ANY PARTICULAR BUSINESS RESULT.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

O'EME'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO O'EME BY CARRIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Carrier shall have no liability arising from:

• operational use of the Services;
• Broker or Employer Customer activities;
• End User interactions;
• proofing obligations;
• content approvals; or
• platform usage by third parties.

20. Term and Renewal

This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months unless otherwise specified in writing.

Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

21. Termination

Either Party may terminate this Agreement:

• upon material breach by the other Party if such breach remains uncured for thirty (30) days following written notice;
• immediately for unlawful conduct, misuse of the Services, or material violation of applicable law; or
• pursuant to mutual written agreement of the Parties.

Termination of this Agreement shall not affect:

• active deployments already funded and approved for the active benefit plan period; or
• obligations intended to survive termination by their nature.

22. Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein.

Neither Party may assign this Agreement without prior written consent of the other Party.

If any provision is determined invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Nothing contained in this Agreement creates:

• a joint venture;
• partnership ownership interest;
• fiduciary relationship; or
• agency relationship between the Parties.

23. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Delaware.

Any disputes shall be resolved in the state or federal courts located within Delaware.

O'Eme may seek injunctive relief where necessary to protect its intellectual property, workflows, platform, confidential information, or Services.