PRODUCER AGREEMENT — BASE AGENCY INC. (v2, August 2026)
This Producer Agreement ("Agreement") is entered into as of the date of electronic signature below, by and between Base Agency Inc., a Wisconsin corporation ("Base Agency"), and the agency identified in this application ("Producer").
1. Appointment; Independent Contractor. Base Agency appoints Producer, on a non-exclusive basis, to solicit and refer applications for Occupational Accident Insurance and related products made available through Base Agency's programs, including 1099 Protect, Truckers Insured, and 48 State (the "Programs"). Producer is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership, or franchise relationship. Producer has no authority to bind coverage, alter policy terms, extend credit, waive premium, or make any commitment on behalf of Base Agency or any carrier, except as expressly granted in writing.
2. Licensing and Regulatory Compliance. Producer represents that it holds, and shall maintain throughout the term of this Agreement, all insurance producer licenses required in each state in which Producer solicits business under this Agreement. Producer shall notify Base Agency in writing within five (5) business days of any license lapse, suspension, revocation, regulatory investigation, or disciplinary action involving Producer or any of its producing agents. Commission payments are conditioned on Producer maintaining active licensure; no commission shall be paid or shared for any period during which Producer's applicable license is not in effect. Producer shall comply with all applicable insurance laws and regulations, including those governing solicitation, disclosure, and commission sharing.
3. Commissions. Base Agency shall pay Producer commissions in accordance with the applicable Commission Schedule. Commissions are calculated only on premium actually collected and are paid monthly in arrears, following the close of a full calendar month after Base Agency's receipt of the associated premium. All commission obligations cease as of the effective date of termination of this Agreement, regardless of whether policies placed by Producer remain in force thereafter.
4. Ownership of Book of Business. As between the parties, Producer owns the expirations and the book of business it places through Base Agency. Upon termination of this Agreement, Producer may move, replace, or re-market such business without restriction, subject to applicable law and the rights of insureds and carriers.
5. Marketing and Product Representations. Producer acknowledges that Occupational Accident Insurance is not Workers' Compensation insurance and shall never be marketed, described, or sold as a substitute for, alternative to, or equivalent of Workers' Compensation coverage. Producer shall use only marketing materials supplied or approved in writing by Base Agency and shall make no representation regarding coverage terms, limits, exclusions, or claims handling beyond those contained in the applicable policy documents and approved materials.
6. Errors and Omissions Insurance. Producer shall maintain, at its own expense and throughout the term of this Agreement, errors and omissions insurance with limits of not less than $1,000,000 per occurrence, and shall provide a certificate of such insurance upon execution of this Agreement, upon each policy renewal, and upon reasonable request.
7. Confidentiality and Protection of Personal Information. Producer shall use personally identifiable information ("PII") of applicants and insureds solely for the placement and servicing of insurance under the Programs, shall maintain reasonable administrative, technical, and physical safeguards for PII consistent with applicable law, and shall notify Base Agency within seventy-two (72) hours of discovering any unauthorized access to or disclosure of PII connected to the Programs. Upon termination, each party shall, at the other's request, return or securely destroy the other party's confidential information, except records required to be retained by law.
8. Indemnification. Producer shall indemnify, defend, and hold harmless Base Agency, its officers, directors, and employees from any claim, loss, liability, penalty, or expense (including reasonable attorneys' fees) arising out of (a) Producer's breach of this Agreement, (b) any misrepresentation of the Programs or coverage by Producer or its agents, including any representation prohibited by Section 5, or (c) Producer's negligence or willful misconduct. Base Agency shall likewise indemnify Producer for claims arising out of Base Agency's breach, negligence, or willful misconduct.
9. Term and Termination. This Agreement commences on the Effective Date and continues until terminated. Either party may terminate without cause on thirty (30) days' written notice. Base Agency may terminate immediately upon written notice if Producer loses any required license, breaches Section 5 or Section 7, or commits fraud or material breach. Upon termination, unless Producer has moved the affected business pursuant to Section 4, coverage placed through Producer will be cancelled or non-renewed in accordance with applicable policy terms and applicable law, with not less than thirty (30) days' written notice of cancellation to each affected insured; insureds who wish to continue coverage will be provided a referral to another agency appointed with Base Agency. Sections 4, 7, 8, and 10 survive termination.
10. General. This Agreement is governed by the laws of the State of Wisconsin. It constitutes the entire agreement regarding its subject matter and may be amended only in a writing signed by both parties. Producer may not assign this Agreement without Base Agency's prior written consent. If any provision is held unenforceable, the remainder remains in effect.
By checking the box and signing below, I certify that the information provided in this application is true and accurate, and I agree to the Base Agency Producer Agreement (v2, August 2026) shown above on behalf of the agency identified in this application. This electronic signature is recorded with date, time, and agreement version.
