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MASTER AGENT AGREEMENT
Vital Guard Insurance Services
This Master Agent Agreement (“Agreement”) is entered into as of the date of signing by and between:
Vital Guard LLC, doing business as Vital Guard Insurance Services (represented by counter-signer(s) Alec Kruki), located at 4101 Ravenswood Road, Suite 406, Dania Beach, Florida 33312 (“Company”), and “agent” and/or “the agent” (please write name in space immediately below):
Type your full legal name here
The Company (represented by counter-signer(s) Alec Kruki and “Agent” or “The Agent” may be referred to collectively as the “Parties.”
1. Purpose
The purpose of this Agreement is to define the terms of the Agent’s relationship with the Company, protect the Company’s book of business, confidential information, and operational systems, and establish enforceable standards governing Agent conduct.
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2. Retroactive Application
This Agreement applies retroactively to the first date upon which the Agent enrolled, serviced, interacted with, or otherwise engaged with any client, prospect, lead, or Company system on behalf of the Company.
3. Ownership of Clients and Book of Business
All clients, policyholders, prospects, leads, and business relationships associated with the Company shall remain the exclusive property of the Company, including but not limited to:
Clients obtained through Company-provided leads or marketing Clients serviced through Company systems, processes, or workflows Clients introduced through personal, professional, or referral relationships while affiliated with the Company Clients enrolled under Company carrier, TPA, or vendor relationships The Agent acknowledges that no ownership rights to such clients are acquired through servicing, enrolling, or interacting with such clients.
4. Ownership of Data and Confidential Information
All data, materials, and business information accessed, created, or generated by the Agent in connection with Company business are and shall remain the exclusive property of the Company, including but not limited to:
Client and consumer information Lead data, sources, vendors, and pricing Insurance carriers, TPAs, and product structures Sales scripts, marketing strategies, and training materials Internal systems, spreadsheets, databases, and workflows Financial, operational, and commission structures This includes all information in any form, including written, electronic, verbal, stored, transmitted, memorized, or reconstructed from experience derived from Company information.
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5. Confidentiality and Non-Disclosure
The Agent agrees to:
Maintain strict confidentiality of all Company information Use such information solely for Company business Not disclose, share, or transfer such information to any third party Not copy, export, download, or retain Company data for personal or external use These obligations remain in effect during the Agent’s relationship with the Company and for five (5) years following termination or resignation, with trade secrets and client information protected indefinitely.
6. Non-Solicitation, Client Protection, and Post-Exit Use of Systems
To the fullest extent permitted by law, the Agent agrees that during their relationship with the Company and for a period of two (2) years following termination and/or resignation, or the maximum period permitted by applicable law, the Agent shall not:
Solicit Company clients Contact Company clients for purposes of replacing, modifying, or transferring coverage Encourage or induce clients to move coverage away from the Company Assist any individual or entity in soliciting or servicing Company clients This restriction applies to all clients:
Serviced by the Agent Introduced through the Company Contained within Company systems, records, or data Page 4
-Post-Exit Use of Systems and Accounts
The Agent shall not, following termination or resignation, use any third-party platform accounts (including but not limited to Healthcare.gov, HealthSherpa, or any Enhanced Direct Enrollment (EDE) platform) to:
Access Company clients Service Company clients Modify Company client policies Contact Company clients Attempt to transfer, rewrite, or re-enroll Company clients This restriction applies regardless of the platform, account, or entity used.
The Agent acknowledges that this provision governs the use of such accounts in connection with Company clients only and does not restrict the Agent’s ability to maintain or create independent accounts unrelated to Company business.
The Parties agree that this restriction is reasonable and necessary to protect the Company’s legitimate business interests, including its client relationships, goodwill, and proprietary systems.
7. Prohibition on Policy Rewriting and AOR Changes
The Agent shall not directly or indirectly:
Rewrite policies originally written through the Company Initiate or process Agent-of-Record (AOR) changes Facilitate, assist, or participate in transferring Company clients Engage in any activity designed to move policies away from the Company This restriction applies regardless of whether the Agent acts:
Individually Through another agency Through any affiliated entity Page 5
Through any third-party platform or account Any such conduct shall constitute a material breach of this Agreement.
8. Use of Company Information and Competitive Restrictions
The Agent shall not use Company information to:
Establish or assist in establishing a competing business Replicate Company lead generation strategies or vendor relationships Recreate Company systems, workflows, or marketing processes Solicit clients using Company-derived knowledge or data 9. Monitoring and Activity Review
The Agent acknowledges that the Company utilizes internal systems and processes to monitor business activity, including:
Sales production and submission patterns Client retention and policy activity AOR changes and policy transfers Alignment between Company records and carrier or TPA reporting The Company may receive automated system signals through its IT infrastructure, including account-related notifications as described in this Agreement.
Such signals are informational only and do not independently constitute evidence of wrongdoing.
However, patterns of behavior, including but not limited to unusual or clustered client movement, policy rewrites, AOR changes, or post-termination activity, may be used as evidence in determining violations of this Agreement.
The Agent agrees that the Company may maintain independent records of client activity and may compare such records with external data sources to determine compliance.
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10. Continuity of Service and Client Reassignment
Upon termination or resignation of the Agent for any reason, the Company shall have the unrestricted right to:
Continue servicing all Company clients Assign any client to any licensed agent affiliated with the Company Communicate directly with clients regarding ongoing service and support The Agent agrees:
Not to interfere with such reassignment Not to disrupt Company-client relationships Not to represent themselves as the servicing agent for any Company client following termination or resignation The Agent acknowledges that all client relationships are maintained at the Company level and are not dependent on the continued involvement of any individual agent.
11. Mandatory Disclosure of Client Activity
If any Company client contacts the Agent regarding replacement, transfer, or modification of coverage during the restricted period, the Agent must:
Immediately notify the Company in writing Provide the client’s name, carrier, and nature of the request Failure to disclose such communication constitutes a material breach of this Agreement.
12. Return, Destruction, and Protection of Company Information
Upon termination or resignation, the Agent must:
Return all Company materials Delete all Company data from personal devices and storage systems Relinquish access to Company systems This obligation applies to all formats and storage methods.
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Data Protection and Unauthorized Extraction
The Agent shall not export, download, copy, transmit, or otherwise transfer any Company client data to any device, system, or storage medium not owned by or expressly authorized by the Company.
Any such action shall constitute:
Unauthorized use of Company information Misappropriation of confidential data A material breach of this Agreement The Parties agree that unauthorized extraction, retention, or use of Company data creates immediate and irreparable harm to the Company.
13. Cooperation, Audit Rights, and Immediate Injunctive Relief
The Agent agrees that, upon reasonable request by the Company, the Agent shall:
Cooperate in good faith with any investigation of potential violations Provide relevant information regarding client interactions Confirm in writing compliance with post-termination obligations Audit Rights
The Company reserves the right to:
Review internal records Compare client activity across systems Analyze patterns of policy movement for the purpose of enforcing this Agreement.
Immediate Injunction Trigger
The Agent acknowledges that violations involving:
Client solicitation Unauthorized data use Page 8
Policy rewrites or transfers Post-termination servicing or contact shall entitle the Company to seek immediate injunctive relief without prior notice.
The Agent agrees such relief is appropriate due to the difficulty of quantifying damages and the risk of ongoing harm.
14. Enforcement and Remedies
The Company may take action based on documented violations, including:
Revocation of access to Company systems Internal investigation and documentation Enforcement of contractual remedies 15. Liquidated Damages
The Agent agrees that violations resulting in loss or transfer of Company clients may result in damages equal to:
$2,500 per client or the estimated lifetime commission value, whichever is greater.
This does not limit additional damages where appropriate.
16. Injunctive Relief
The Company may seek immediate injunctive relief to prevent or stop violations of this Agreement.
17. Attorney’s Fees
The prevailing party in any legal action arising out of this Agreement shall be entitled to recover reasonable attorney’s fees and costs.
18. Duration and Survival
Non-solicitation obligations: two (2) years following termination and/or resignation, or the maximum period permitted by applicable law Confidentiality obligations: five (5) years post-termination (or indefinite for trade secrets) Page 9
All applicable provisions survive termination or resignation 19. Independent Agent Status
The Agent acknowledges they operate as an independent contractor and may conduct business independently; however, all obligations under this Agreement remain in effect regarding Company clients, data, and systems.
20. Compliance and Platform Independence
The Company does not control or restrict the Agent’s access to third-party platforms, including HealthSherpa.
This Agreement governs only the use of Company resources, data, and client relationships.
21. Account Registration and Administrative Visibility
The Agent acknowledges that, in connection with their engagement with the Company, certain third-party platform accounts may be registered using Company-issued or Company-managed email infrastructure.
The Agent understands and agrees that such infrastructure may provide the Company with administrative visibility into system-generated communications, including password reset notifications, security alerts, and related account activity messages.
The Agent further acknowledges that:
Such visibility is maintained solely for legitimate business purposes The Company does not access or control the Agent’s login credentials The Agent remains free to create independent accounts outside Company systems The Agent consents to these conditions as part of access to Company systems and opportunities.
22. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
Any disputes shall be brought exclusively in the state or federal courts located within Broward County, Florida.
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23. Reformation and Severability
The Parties acknowledge that the provisions of this Agreement are reasonable and necessary to protect the legitimate business interests of the Company.
In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, unenforceable, or overly broad in scope, duration, or application, the Parties agree that such provision shall be modified, reformed, or reduced to the minimum extent necessary to render it enforceable, and shall be enforced as so modified.
The remaining provisions of this Agreement shall continue in full force and effect.
24. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements. Any violation of Sections 6, 7, 10, 12, or 13 shall be deemed a material breach of this Agreement. The Agent shall not attempt to circumvent the intent of this Agreement through indirect means, third parties, or alternative systems.
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25. Compensation
Weekly Agent Compensation
Tier 1: 1-50 Members = $25.00 Per Application Tier 2: 51-74 Members = $26.50 Per Application Tier 3: 75-99 Members = $28.00 Per Application Tier 4: 100-129 Members = $29.50 Per Application Tier 5: 130+ Members = $31.00 Per Application
*PLEASE NOTE*: If agent CPA is over $100, pay is capped at $20 per application. If agent CPA is over $110, agent pay is capped at $15 per application.
Agent CPA Bonuses
Agent CPA under $80.00 Per Application = +$1.50 Per Application
Agent CPA under $70.00 = +$1.50 Per Application
Agent CPA under $60.00 = +$1.00 Per Application
Agent CPA with 50 Apps Cleared under $60.00 = +$500 Bonus!
Agent of The Week Bonus
*Weekly minimum of 100 members (not applications) to qualify. Agent CPA must be below $60.00, and does stack with above agent CPA bonuses but does NOT stack with above $500 bonus*
Lowest Agent Weekly CPA In The Office Under $60 = $1,000 Bonus!
**Subject to change at any time without notice. These are all weekly compensation rates only. Tardiness, leaving early, excessive/long break times all have the potential to disqualify an agent for the above sliding scale commission structure and/or any/all cash spiffs or bonuses for a given weekly pay period. Revised & effective 08/12/2026**
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25A. State Licensing / Appointment Cost Reimbursement
If the Company purchases, advances, or pays for any state license, state appointment, registration, certification, credentialing, or other state-specific authorization on behalf of a prospective hire who thereafter begins work with Vital Guard Insurance Services, the Agent agrees that such amount shall be treated as a reimbursable advance owed back to the Company.
The reimbursable amount shall be limited to the actual amount paid by the Company for the applicable state(s) or related purchase(s). The Company shall provide the Agent with a copy of the receipt, invoice, or purchase confirmation for each such purchase by email to the Agent’s Company-issued agent workspace email address.
Repayment shall begin only after the Agent has completed their first four (4) full weeks of active work with Vital Guard Insurance Services. Beginning with the first compensation payment issued after that four-week period, the Agent authorizes the Company to deduct or offset One Hundred Dollars ($100.00) per week from any compensation, commissions, bonuses, or other amounts otherwise payable to the Agent until the reimbursable balance has been paid in full.
If the Agent’s relationship with the Company ends before the reimbursable balance is fully repaid, any unpaid balance shall remain owed to the Company and may be deducted or offset from any final compensation otherwise payable to the Agent to the fullest extent permitted by applicable law. Any remaining unpaid balance after such final offset shall remain due and payable to the Company.
The Agent acknowledges and agrees that this provision is intended to reimburse the Company for actual state-specific licensing, appointment, or credentialing costs paid on the Agent’s behalf and does not constitute a penalty.
If the Company initially paid for an Agent’s state license or related authorization, the Company will cover its ordinary renewal cost while the Agent remains actively engaged and in good standing. Renewal costs will not be charged to or otherwise owed by the Agent.
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26. Acknowledgment
The Agent acknowledges:
They have read and understand this Agreement [Agent Initials]Initials
They have had the opportunity to seek legal counsel [Agent Initials]Initials
They are entering into this Agreement voluntarily [Agent Initials]Initials
Added to this Agreement for online onboarding
27. Authorization to Complete Onboarding and Contracting
(a) Authorization. The Agent authorizes Alec Kruki, or a managing member of the Company designated by him (each, a "Representative"), to use the information and documents the Agent provides to the Company to prepare and submit, on the Agent's behalf, the requests and applications needed for the Agent's onboarding and contracting with the Company, including carrier, TPA, FMO and upline contracting and appointment requests, state licensing and appointment applications, and credentialing applications. Section 20 describes what this Agreement governs; this Section additionally governs the limited administrative assistance it describes, and does not otherwise change Section 20.
(b) Administrative assistance only. This authorization permits administrative preparation and submission only, and only to the extent permitted by the rules of the applicable insurance carrier, TPA, FMO or upline, state insurance regulator, the Centers for Medicare & Medicaid Services (CMS) and the Federally-facilitated Marketplace (FFM), and any enrollment platform. A Representative may enter answers the Agent has supplied, but may not:
(i) sign the Agent's name, apply the Agent's electronic signature, accept contractual terms on the Agent's behalf, or make any attestation, certification or declaration in the Agent's name; (ii) complete any registration step, training, attestation or agreement that those rules require the Agent to complete personally, including CMS/FFM Marketplace registration attestations and training and identity verification; (iii) use the Agent's login credentials, authentication codes or account-recovery messages (including any received under Section 21), or otherwise impersonate the Agent; or (iv) give any consent the law requires to come from the Agent personally. A Representative will submit only through the Representative's own authorized accounts or other methods the recipient permits for representative submissions, will identify himself or herself and his or her representative capacity where the recipient requires it, and will not represent that the Agent personally performed an action the Representative performed. The Company will send any step reserved to the Agent to the Agent to complete. This Section does not itself establish any license, appointment, Marketplace registration or other required authorization.
(c) Background reports. This Section is not an authorization to obtain a consumer report or investigative consumer report. Any such report will be subject to the separately applicable disclosures, authorizations and procedures.
(d) Use and protection of information. The Company will use and disclose the Agent's information and documents under this Section only as reasonably necessary for the authorized onboarding and contracting activities, including disclosure to the recipients involved and to service providers assisting the Company with those activities, or as required by law. The Company will limit each disclosure to the information reasonably necessary for its purpose and will use reasonable safeguards appropriate to the information. The Company will provide separate instructions for securely submitting sensitive records such as Social Security numbers, banking information and identity documents.
(e) Accuracy. The Agent represents that the information the Agent supplies is accurate and complete to the best of the Agent's knowledge, and that documents the Agent supplies are authentic and have not been misleadingly altered. The Agent will promptly provide corrections relevant to pending requests. A Representative may transcribe and format information as a recipient requires, but will not materially change an answer, or supply a missing substantive answer, without the Agent's approval.
(f) Effective date and duration. The Agent's authorization under this Section becomes effective when the Agent-signed Agreement is received at info@yourvitalguard.com, without awaiting the Company's countersignature, and every action taken under it is subject to this Section's limits. It does not by itself mean the Company has accepted the Agent's engagement. It ends upon the earliest of: termination of the Agent's relationship with the Company; the Company's receipt of the Agent's revocation under subsection (g); or written notice from either party to the other that the Agent's onboarding with the Company will not proceed.
(g) Revocation. The Agent may revoke this authorization at any time by written notice to info@yourvitalguard.com. Upon receipt, the Company will stop making new submissions and stop taking further discretionary action on pending requests under this Section. Revocation does not undo a submission already made or automatically withdraw a pending request; the Company will reasonably cooperate with the Agent in requesting withdrawal where available. Revocation does not prevent retention or disclosure required by law.
(h) Limited authority. This Section grants only the limited administrative authority expressly described above. It does not expand reimbursable costs under Section 25A, does not change Section 25 (Compensation), and does not replace any receipt-delivery or notice requirement elsewhere in this Agreement.
I authorize the administrative assistance described in Section 27, subject to its limits, and I understand how to revoke that authorization.
Signing this Agreement online
These notices explain how online signing works. Each box is required.
Location notice. When you submit this form, Vital Guard records the date and time the submission is received and, when available, the approximate city, region and country associated with the internet connection used to submit it. If location is not available, the record says so; it is never guessed. The approximate location is derived from the connection's IP address using our hosting provider's location information — not from your device's GPS, and this page never asks your browser for your location. It is approximate and may be wrong, for example if you use a VPN, a private relay or a mobile network. Our hosting provider, Cloudflare, processes your IP address to deliver this page and handle your submission. Vital Guard's submission service also receives the IP address transiently, but does not retain it or include it in the downloaded or emailed copies. The Company records this information as submission information associated with your signed Agreement. It does not establish your identity, your physical location, or the exact time or place you typed your signature. It is added when you submit, so the copy downloaded from this page does not contain it; any copies emailed to the Company and to you contain the same Agent-signed Agreement together with this submission information, shown separately from the Agreement's terms and your signature.
I understand that the date, time and, when available, approximate location of my internet connection will be recorded when I submit this Agreement and included, separately labeled, in the emailed copies. Electronic signature. By checking the box below, typing your full legal name and pressing Sign and Submit:
you intend your typed full legal name to serve as your electronic signature on this Agreement, including Section 27, and your typed initials in Section 26 to serve as your initials on those acknowledgments; you agree to sign this Agreement electronically, and to receive your signed copy and notices about this Agreement and your onboarding by email at the personal email address you enter on this form. This does not change any notice method required elsewhere in this Agreement or by law. Your signed copy is an HTML file that can be opened in a current web browser and saved or printed. To receive and keep it you need email access and a device that can open web pages and save or print files. To update your email address, request a paper copy at no charge, or withdraw your consent to receiving records electronically in the future, email info@yourvitalguard.com. If you withdraw that consent, the Company will send future records on paper to a mailing address you provide. Withdrawing that consent does not revoke Section 27, cancel this Agreement, or affect a signature already given.
What the signed copy is. The copy produced when you submit is signed by you and is pending countersignature by Alec Kruki for the Company; the Company will deliver the fully executed copy after it countersigns. This page records your electronic signature only. It does not verify your identity.
I agree to sign this Agreement electronically and to receive it and notices about this Agreement and my onboarding electronically. Personal email address (required; entered twice). When you submit, we will attempt to email a copy of your signed Agreement to this address. The page will report the sending status separately for your copy and the Company's copy. Acceptance by the email service does not guarantee delivery to an inbox. Enter an email address you personally control and expect to keep access to. This is in addition to, and does not replace, the Company-issued workspace email address used under Section 25A. Downloading a copy from this page does not confirm that the Company received your submission. If you do not see a submission confirmation on this page or do not receive your emailed copy, contact info@yourvitalguard.com to confirm receipt.
Personal email address
Re-enter personal email address
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Signatures
Company
Name: Alec Kruki
Prefilled for the Company — read-only.
Signature: __________________________ Countersignature by Alec Kruki pending
Date: _____ / _____ / ___________ Completed at countersignature
Agent
Printed Name: Type your full legal name here
Signature: Type your full legal name — this is your electronic signature
Date: mm / dd / yyyy Filled in automatically with today’s date when you sign.