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Version 1.1-business-conformed-attorney-review-draft · Effective 2026-08-07

COVU Service Network Services Agreement

Template version: 1.1 business-conformed attorney-review draft - July 28, 2026 Provider: COVU Inc., a Delaware corporation Status: INTERNAL SOURCE - NOT ACTIVE UNTIL COMPLETED AND ACCEPTED

This Service Network Services Agreement (this “Service Agreement”) is between COVU Inc., a Delaware corporation (“COVU”), and the insurance agency identified in the acceptance record (“Agency”). It supplements the COVU OS Lite Terms of Service (the “Platform Terms”) accepted for the Agency. It becomes effective when an authorized Agency owner or administrator accepts it with the first Service Order.

The parties agree as follows.

1. A modular agreement

1.1 Only selected work is active. This Service Agreement does not activate any work by itself. Each service lane, task type, price, limit, state, line of business, carrier, system, and authority must be identified in an accepted Service Order or rate card (each, a “Service Order”).

1.2 Order of precedence. Where documents conflict, the following order applies, and only for the subject each document expressly addresses: (1) a negotiated enterprise master services agreement executed by both parties, for the scope it covers; (2) the Data Processing Addendum, for the processing of Agency Customer Data; (3) the Security Exhibit, for security commitments; (4) the Service Network Services Agreement, for Service Network work; (5) an accepted Feature-Specific Consent, Additional Module Order, Service Order, or data addendum, for the feature, scope, price, cap, and term it names; and (6) the OS Lite Terms of Service, for the base platform. The Privacy Notice is a notice and acknowledgment and does not override any of the above or waive a statutory right. A document does not change another document on a subject it does not expressly address: a paid-module approval never authorizes a sensitive data connection, a privacy consent never creates a payment obligation, and signup never authorizes Service Network work.

1.3 No transfer or appointment. This Service Agreement does not transfer the Agency's customers, book of business, expirations, records, carrier relationships, appointments, commissions, or producer authority. It does not by itself appoint COVU or any provider as the Agency's producer, broker, subproducer, fiduciary, carrier representative, or attorney-in-fact.

2. Service Network work

2.1 Services. COVU will coordinate and perform the work identified in each Service Order (the “Services”) in material accordance with the accepted playbook, evidence requirements, and escalation rules.

2.2 People performing work. COVU may use employees and independently engaged service providers (“Service Providers”) and remains responsible to the Agency for their performance of COVU's obligations. No Service Provider obtains an ownership interest in the Agency's customer relationship or book.

2.3 Review and escalation. COVU will apply the human-review, evidence, and escalation controls in the Service Order. COVU will not use AI alone to make a binding, coverage, cancellation, underwriting, claims, fraud, legal, or other regulated decision. The Agency retains every insurance and regulatory decision not expressly and lawfully assigned in a Service Order.

2.4 Excluded work. Unless a Service Order expressly adds it after legal and operational approval, the Services exclude new-business solicitation, customer acquisition, cross-sell or upsell, binding authority, claims adjustment, coverage advice, premium handling, cancellation or nonrenewal decisions, carrier appointment activity, and any act requiring a license or authority that the assigned person and operating structure have not been verified to hold.

3. Licensing, appointments, and authority

3.1 Agency status. The Agency represents that, to the extent required for each submitted task, it is properly organized and licensed as a business-entity insurance agency in the state involved; maintains the producer licenses, designated responsible licensed person, carrier contracts, appointments, and permissions required for the task; and may lawfully delegate the described work.

3.2 Task facts. Before handoff, the Agency will accurately identify the customer state, risk state when different, line of authority, carrier, policy or transaction, requested act, relevant deadline, Agency authority, and any carrier-specific restriction. The Agency will promptly correct changed facts.

3.3 COVU verification. Before routing a licensed act, COVU will verify the assigned person's active individual license, required line of authority, applicable state eligibility, and carrier appointment or other authority where required for that act. COVU will not treat a producer license as proof of a carrier appointment. A task that cannot be affirmatively matched must be rejected, paused, or escalated; absence of a contrary database result is not sufficient verification.

3.4 No unauthorized acts. Neither party will instruct or permit a person to perform an act beyond verified authority. The Agency retains carrier and regulatory supervision obligations that cannot lawfully be delegated. COVU retains responsibility for its workforce and Service Provider controls.

3.5 State and carrier controls. The Service Order must identify any state-specific corporate-license, affiliation, appointment, disclosure, recordkeeping, supervision, or outsourcing requirement. COVU may suspend an affected lane if a license, appointment, carrier permission, or lawful operating structure cannot be verified.

4. Existing obligations of Service Providers

4.1 COVU will require each Service Provider to represent before assignment that the provider:

  • has disclosed any employment, agency, carrier, confidentiality, non-solicit, non-compete, exclusivity, outside-business, or other restriction that could affect the Services;
  • is not using another person's confidential information, trade secrets, records, credentials, or customer relationships;
  • may lawfully perform the assigned work; and
  • will notify COVU promptly if that representation changes.

4.2 COVU will maintain a documented screening and escalation process for disclosed restrictions and will not knowingly assign work that would cause a Service Provider to breach an enforceable obligation. COVU may require counsel review, written release, task limitations, or removal from the lane.

4.3 The Agency will not ask a Service Provider to use another firm's confidential information or violate a disclosed restriction. These protections do not determine whether a restrictive covenant is enforceable; that question remains subject to applicable law and licensed-counsel review.

5. Customer protection and mutual non-solicitation

5.1 Protected relationships.

  • A “Protected Service Provider” is a Service Provider first introduced to or materially identified for the Agency through the Service Network and with whom the Agency has direct contact in connection with the Services.
  • A “Protected Agency Client” is an Agency insured, policyholder, prospect, or other client whose identity or relationship becomes known to COVU or a Service Provider through the Agency, Agency Data, or the Services.

5.2 Agency commitment. During the applicable Service Order and for twelve (12) months after the last Service Network interaction involving a Protected Service Provider, the Agency will not knowingly and directly solicit that person to leave COVU's Service Network or hire or engage that person outside the Service Network for substantially similar work, where the solicitation or engagement uses COVU Confidential Information, circumvents an active Service Order, or is otherwise restricted by enforceable law.

5.3 COVU commitment. During the applicable Service Order and for twelve (12) months after the last Service Network interaction involving a Protected Agency Client, COVU will not, and will contractually require Service Providers not to, knowingly and directly solicit, quote, place, divert, accept transfer of, or service that Protected Agency Client for COVU's, the Service Provider's, or another agency's competing insurance business using the Agency relationship, Agency Data, or information obtained through the Services.

5.4 Carve-outs. Section 5 does not prohibit:

  • general advertising, public job postings, industry recruiting, or communications not targeted using the other party's Confidential Information;
  • a relationship demonstrably existing before the relevant introduction and disclosed in writing when reasonably practicable;
  • an unsolicited contact initiated independently by the person or client, so long as the receiving party does not use the Services or Confidential Information to induce or divert the relationship;
  • ordinary customer choice that applicable law protects, provided no party or Service Provider induced the transfer through misuse of the Agency relationship or Confidential Information;
  • responding to a regulator, carrier, subpoena, or legal requirement; or
  • conduct the parties approve in a written or authenticated electronic exception.

5.5 Lawful scope. This Section is a customer- and relationship-protection covenant, not a blanket non-compete. It applies only to the extent permitted by the law governing the affected person and conduct. It does not restrict lawful employee mobility, competition, customer choice, or conduct that cannot be restricted. A court may narrow it only to the minimum lawful scope where that remedy is permitted; otherwise the unlawful application is severed.

5.6 Remedies and survival. A breach may cause harm that is difficult to measure. Subject to applicable law, the injured party may seek narrowly tailored equitable relief and proven direct damages; there is no automatic penalty or liquidated hiring fee. The claimant must still prove breach, causation, and entitlement to relief. This Section survives for the periods stated above, and confidentiality and trade-secret duties survive under their own terms.

> Licensed-counsel gate: Counsel must confirm this Section in each operating state, including California restrictions on employee and customer non-solicitation. Product and Sales may not describe it as an enforceable nationwide non-hire guarantee.

California hold. No California service lane may rely on or enforce Section 5.2 until licensed counsel clears the clause under California Business and Professions Code Section 16600 et seq. Until then, Section 5.2 is not described to a California Agency as an enforceable no-hire restriction. The confidentiality, trade-secret, anti-circumvention, and Agency-client protections apply only to their independently lawful extent.

6. Agency responsibilities

The Agency will:

  • provide accurate, timely instructions, records, approvals, and access;
  • use approved delegated-access methods and protect credentials;
  • obtain required customer, carrier, employee, communications, privacy, and system permissions;
  • designate authorized approvers and escalation contacts;
  • review and decide every item reserved to the Agency;
  • maintain required books, records, notices, and supervision; and
  • not submit a task that is unlawful, misleading, outside the Agency's authority, or inconsistent with a carrier restriction.

7. Data, confidentiality, and security

7.1 Agency Data remains the Agency's. COVU may use it only to perform, secure, support, and administer the Services; follow documented Agency instructions; comply with law; and create properly de-identified operational information as permitted by the Platform Terms and DPA.

7.2 Each party will protect the other's nonpublic business, customer, technical, pricing, and security information using at least reasonable care and use it only for this relationship. Confidentiality does not cover information lawfully public, previously known without duty, independently developed, or lawfully received from another source.

7.3 The DPA and Security Exhibit apply to Agency Customer Data. A feature-specific consent is also required before a materially new mailbox, attachment, messaging, AI/content-provider, or other sensitive processing path is activated.

7.4 COVU will require personnel and Service Providers with access to Agency Data to maintain confidentiality and use least-privilege access. COVU support receives no routine access to customer content except as disclosed and authorized for service, security, or legal-compliance needs.

8. Pricing, tasks, and payment

8.1 The Service Order must identify the objective billable unit, start event, required COVU-controlled steps, evidence packet, terminal dispositions, billable milestones, rate, discounts, pass-through costs, allowance, spending cap, billing cadence, term, and authorized approvers.

8.2 Within an accepted lane, rate card, cap, and term, an authorized handoff is a standing approval to perform and bill the displayed task; a new signature is not required for each task. The task price is snapshotted when the Agency confirms handoff. A new lane, rate, pricing factor, cap increase, material scope change, or out-of-scope task requires fresh acceptance.

8.3 COVU may bill a completed playbook or accepted milestone even if a carrier, customer, or other external party gives a negative response, because COVU controls its work but not the external outcome. Waiting time and partial-work treatment must follow the accepted Service Order.

8.4 The payment authorization, usage-record, dispute, failed-payment, retry, suspension, tax, and receipt terms in the current Additional Module Order template apply to each Service Order as though set out here, including the Agency's right to dispute a line item in good faith within thirty (30) days, the limits on retrying a revoked or returned-as-unauthorized debit, and ten (10) days' notice before COVU pauses a lane for an undisputed unpaid amount. A separately approved invoicing branch may replace automatic payment only when it is displayed and accepted with the Service Order. COVU will not suspend unrelated free OS Lite access where a narrower suspension is reasonably available.

9. Representations and disclaimers

Each party represents that it has authority to enter this Service Agreement and will comply with laws applicable to its role. Except for express commitments in this Service Agreement and a Service Order, the Services are provided “as is.” COVU does not guarantee a carrier, customer, coverage, retention, revenue, regulatory, or business outcome and is not responsible for inaccurate Agency instructions or facts, a third party's decision, or an unavailable third-party system outside COVU's reasonable control.

10. Claim protection

10.1 COVU will defend and indemnify the Agency against a third-party claim to the extent caused by COVU's or a Service Provider's negligent performance of expressly assigned Services, violation of law in performing those Services, or infringement by COVU-provided technology, subject to customary exclusions and the liability limits below.

10.2 The Agency will defend and indemnify COVU against a third-party claim to the extent caused by the Agency's unlawful instruction, lack of required authority or permission, inaccurate material information, Agency Data that infringes another's rights, or use of the Services in breach of this Service Agreement.

10.3 The protected party must give prompt notice, reasonable cooperation, and defense control. No settlement may admit fault for or impose a nonmonetary obligation on the protected party without its consent.

11. Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, goodwill, or business opportunity. Each party's aggregate liability arising from Service Network work is limited to the greater of $25,000 or fees paid or payable under the affected Service Orders during the twelve (12) months before the event. Liability for breach of confidentiality or a confirmed Security Incident caused by a party's failure to meet its obligations is limited to the greater of $100,000 or two times those twelve-month fees.

The limits do not apply to fraud, willful misconduct, the Agency's payment obligations, or liability that cannot lawfully be limited. This Section states the single aggregate liability limit for Service Network work. It is not cumulative with the limit in the Platform Terms, and the Platform Terms' limit does not apply separately to Service Network work. Licensed counsel must confirm whether additional exceptions, insurance-backed limits, or state-specific allocations are required before launch.

12. Term, suspension, and termination

12.1 This Service Agreement continues until terminated. Either party may terminate it on thirty (30) days' notice when no committed Service Order remains active. Each Service Order has its own term.

12.2 Either party may terminate an affected Service Order for a material breach not cured within thirty (30) days after written notice, or immediately for an incurable unlawful act, material customer harm, material security risk, insolvency, or loss of required license, appointment, authority, or third-party dependency.

12.3 COVU may narrowly suspend an affected task, lane, provider, or data path to address a security threat, unlawful or unauthorized insurance act, customer harm, failed verification, unpaid undisputed amount, or third-party-platform requirement. Where lawful and practicable, COVU will notify the Agency and work toward restoration.

12.4 Ending a Service Order stops new work but does not affect amounts properly earned, data export/deletion obligations, or terms that by their nature survive, including payment, confidentiality, customer protection, ownership, claims, liability, and disputes.

13. General

The parties are independent contractors and the relationship is nonexclusive. Neither party may bind the other except for specific authority expressly and lawfully granted in a Service Order.

COVU may assign this Service Agreement to a controlled affiliate or successor in a reorganization, merger, financing, conversion, or sale of the relevant business if the assignee assumes COVU's obligations and COVU gives notice. A refreshed payment mandate is required where applicable. Assignment does not transfer the Agency's book or producer authority.

The notice, governing-law, arbitration, jury/class waiver, opt-out, electronic-record, force-majeure, interpretation, and general provisions in the Platform Terms apply unless a negotiated enterprise MSA controls. A new thirty (30) day arbitration opt-out window opens on the Agency's first acceptance of this Service Agreement, as stated in the Platform Terms. This Service Agreement and accepted Service Orders are the complete agreement for Service Network work.

14. Electronic acceptance

> By selecting Accept and enable Service Network, I represent that I am a current Agency owner or administrator authorized to bind [AGENCY LEGAL NAME]. I accept this Service Agreement, Service Order [NUMBER], and the displayed rate card and payment authorization. I understand that only the selected lanes and authority are enabled.

Button:

> Accept and enable Service Network

COVU will preserve the completed agreement, exact accepted versions and hashes, authority representation, displayed UI copy, scope, pricing, timestamp, payment or invoicing reference, and other evidence authorized by the retention policy in the agreement ledger and provide a downloadable copy. Acceptance alone does not satisfy licensing, appointment, access, provider, capacity, QA, or release controls and must not automatically route a task.

Schedule 1 - Service Order

  • Service Order number / date: [NUMBER / DATE]
  • Agency / Agency ID: [LEGAL NAME / ID]
  • Operating states: [STATES]
  • Lines of authority / business: [LINES]
  • Carriers and appointment rule: [CARRIERS / REQUIRED APPOINTMENT OR AUTHORITY]
  • Service lane / requested outcome: [LANE]
  • Included steps / deliverables: [PLAYBOOK]
  • Excluded steps: [EXCLUSIONS]
  • Start event: [EVENT]
  • Evidence packet: [RECORDS / APPROVALS / COMMUNICATIONS]
  • Human approvals / escalations: [ROLE / EVENT]
  • Terminal dispositions: [DISPOSITIONS]
  • Billable dispositions / milestones: [UNIT / MILESTONE / PRICE]
  • Waiting-state treatment: [DEPENDENCY / CLOCK / BILLING]
  • Rework rule: [COVU DEFECT / CHANGED FACTS / EXTERNAL STEP]
  • Service target, if any: [TARGET / EXCLUSIONS; NOT A GUARANTEE UNLESS EXPRESS]
  • Data systems / access method: [SYSTEMS / OAUTH / DELEGATED ACCESS]
  • Related feature consents / DPA: [VERSIONS / IDS]
  • Initial term / cancellation: [TERM]
  • Rate card / allowance / spending cap: [VERSION / RATE / CAP]
  • Billing cadence / payment or invoicing reference: [CADENCE / REFERENCE]
  • Agency operational owner: [NAME / TITLE / EMAIL]
  • COVU operational owner: [NAME / TITLE / EMAIL]

Service Order activation checklist

  • [ ] Agency business-entity license and required responsible-person status verified for each operating state.
  • [ ] Agency carrier authority and appointments verified where required.
  • [ ] Assigned person's license, line, state, and carrier appointment/authority matched to each licensed act.
  • [ ] Provider restrictive-covenant screening completed.
  • [ ] Data path, DPA, Security Exhibit, and feature-specific consent active.
  • [ ] Playbook, evidence, escalation, and no-action boundaries tested.
  • [ ] Rate card, cap, authorized approver, and payment mandate active.
  • [ ] Required state/carrier disclosures and recordkeeping configured.

Attorney-reviewable first draft; not legal advice. No production Service Network work may begin until licensed counsel confirms the operating-state structure and the completed activation checklist is evidenced.