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Thrive Companies Agreement
Agent & Manager Onboarding, Confidentiality, Restrictive Covenant, Production-Debt & Hierarchy-Debt Guaranty / Customer-Book Protection Agreement
Florida Governing Law
This Agreement is between Thrive Companies LLC (“Thrive”) and the individual signing below, together with any business entity through which that individual contracts, writes insurance business, manages a hierarchy, or participates in the Thrive organization (collectively, “Agent”).
The individual signatory is personally bound by the provisions expressly applying to an individual, including the production-debt obligations, personal guaranty, Manager Hierarchy Debt guaranty, confidentiality, restrictive covenant, customer/book protection, and related obligations below.
This Agreement addresses only the Thrive insurance brokerage relationship and does not govern separate marketing-service purchases, advertising-service credits, or third-party marketing billing.
1 · PURPOSE; BROKERAGE ONBOARDING AGREEMENT
This Agreement is intended to be the primary onboarding agreement for agents, managers, representatives, recruiters, and independent contractors who participate in the Thrive organization.
It covers brokerage obligations, confidentiality protections, restrictive covenants, data-security rules, production-debt protections, customer/book protections, insurance requirements, intellectual-property ownership, and transaction-continuity provisions.
For purposes of the debt and guaranty provisions below, any Agent who now or later has one or more direct or indirect downline agents, managers, representatives, recruits, or contracting entities in the Thrive organization is a “Manager.”
Manager obligations become effective automatically when a downline is first placed under Agent, without requiring a separate amendment, unless Thrive requires a separate manager agreement or guaranty.
If Agent separately signs a carrier, IMO, FMO, agency, compensation, product-specific, or other controlling agreement, those documents remain effective.
If a mandatory carrier or governmental rule conflicts with this Agreement, the mandatory rule controls to the extent required by law.
2 · CONDITION PRECEDENT TO ACCESS; NO DISCORD ACCESS BEFORE SIGNATURE
Agent may not be given access to Thrive confidential systems, private Discord servers or channels, courses, call recordings, lead systems, training materials, internal documents, CRM data, recruiting systems, manager groups, proprietary links, credentials, dashboards, or other non-public resources until this Agreement has been fully executed and accepted by Thrive.
Any manager or agent who invites, admits, shares credentials with, or otherwise provides restricted Thrive access to an unsigned person violates Company policy and may have access suspended.
Agent acknowledges: no private Thrive system or Discord access before signature.
3 · INDEPENDENT CONTRACTOR; NO EMPLOYMENT OR INCOME GUARANTEE
Unless a separate written employment agreement expressly states otherwise, Agent participates as an independent contractor and is responsible for Agent's own taxes, business expenses, licenses, appointments, continuing education, equipment, and lawful conduct.
Nothing in this Agreement guarantees income, commissions, production, recruiting results, leads, appointments, calls, sales, revenue, promotions, hierarchy position, or continued participation.
4 · LICENSING, INSURANCE COMPLIANCE, AND LAWFUL SALES CONDUCT
Agent must maintain all licenses, appointments, certifications, and authority required for each product and jurisdiction in which Agent conducts business.
Agent must follow applicable insurance laws, carrier rules, replacement rules, privacy requirements, telemarketing requirements, do-not-call rules, TCPA requirements, advertising standards, suitability/best-interest duties where applicable, and Thrive compliance policies.
Nothing in this Agreement authorizes any unlawful, deceptive, misleading, fraudulent, or noncompliant sales practice.
Agent is individually responsible for Agent's own representations, applications, signatures, sales conduct, and handling of consumer information.
5 · THRIVE PROPRIETARY INFORMATION
“Confidential Information” and “Proprietary Information” include all non-public information that Thrive owns, lawfully controls, or is authorized to protect, whether written, oral, visual, electronic, observed, demonstrated, or accessed through systems, meetings, training, or participation in the Thrive organization, including without limitation:
- Sales practices, sales scripts, objection handling, call flows, training methods, coaching methods, underwriting workflows, carrier-placement logic, product-selection logic, presentations, recordings, course videos, documents, and training resources;
- Recruiting systems, recruiting scripts, setter workflows, recruiting campaigns, manager-development systems, onboarding systems, compensation structures, hierarchy structures, agent lists, recruit lists, team structures, and production data;
- Thrive lead-distribution, inbound-call handling, call-routing usage, lead-routing usage, customer follow-up, fulfillment, and operational procedures;
- CRM systems, workflows, automations, databases, portals, dashboards, tracking systems, reports, call recordings, screenshots, screen recordings, credentials, links, system configurations, and technical processes used by Thrive;
- Customer, prospect, policyholder, lead, applicant, recruit, agent, manager, vendor, carrier, and business-contact information;
- Company finances, margins, expenses, contracts, legal strategies, business plans, internal communications, operating procedures, meeting content, compensation information, carrier relationships, upline/downline data, and any other non-public Thrive business information.
Information is protected whether or not it is marked “confidential.”
Information that is lawfully public through no breach of this Agreement, independently developed without use of Confidential Information, or lawfully received from a third party without a duty of confidentiality is not Confidential Information to the extent Agent can substantiate that status.
6 · OWNERSHIP; LIMITED LICENSE; NO COPYING OR REDISTRIBUTION
All Thrive proprietary materials, systems, courses, scripts, training, software configurations, documents, recordings, processes, databases, automations, and other intellectual property remain the property of Thrive and/or its licensors.
Agent receives only a limited, revocable, nontransferable right to use authorized materials while participating in the organization and only for authorized business purposes.
Agent may not copy, export, scrape, download for unauthorized use, distribute, sell, publish, sublicense, teach outside the organization, upload elsewhere, share links, share credentials, reproduce, modify, reverse engineer, or provide Company materials or systems to another agency, IMO, FMO, lead company, developer, consultant, vendor, competitor, former agent, or other third party without written authorization.
7 · STRICT NONDISCLOSURE AND NEED-TO-KNOW USE
Agent must hold Confidential Information in strict confidence, use it only for authorized Thrive business, and disclose it only to persons specifically authorized to receive it.
Agent may not use Confidential Information for personal leverage, to compete, to bypass Thrive, to recreate systems, to assist another organization, or to damage Thrive, its managers, agents, carrier relationships, or business relationships.
The confidentiality duty applies to conversations, phone calls, texts, email, Instagram, social media, Discord, private groups, screenshots, screen recordings, photographs, documents, demonstrations, software access, video calls, cloud drives, developer access, and any other transmission method.
The confidentiality obligations survive termination for as long as the information remains a protectable trade secret, confidential information, or otherwise protected by law, and for at least five (5) years for other non-public Confidential Information to the extent permitted by law.
Agent acknowledges the strict Thrive NDA and protected-reporting carve-out.
8 · PROTECTED REPORTING; LEGAL RIGHTS; NO RETALIATORY SUPPRESSION
Nothing in this Agreement prohibits or restricts Agent from:
(a) making a good-faith report of suspected unlawful conduct to a federal, state, or local governmental agency or regulator with authority over the matter;
(b) communicating in confidence with Agent's attorney;
(c) responding truthfully to a subpoena, court order, regulatory request, carrier compliance inquiry, or lawful investigation;
(d) making disclosures protected by applicable whistleblower, labor, insurance, trade-secret, or other law; or
(e) cooperating with government, law-enforcement, regulatory, or authorized carrier-compliance investigations.
To the extent legally permitted, Agent should limit any protected disclosure to information reasonably necessary for the lawful purpose and take reasonable steps to preserve unrelated Confidential Information.
This section does not authorize theft, unauthorized access, fabrication of evidence, knowingly false statements, defamation, extortion, threats, or disclosure beyond what the law protects.
For purposes of the federal Defend Trade Secrets Act, 18 U.S.C. § 1833(b), an individual will not be held liable under federal or state trade-secret law for a confidential disclosure of a trade secret to a government official or attorney solely to report or investigate a suspected violation of law, or for a sealed filing as provided by that statute.
9 · INTERNAL COMPLIANCE REPORTING
Agent is encouraged to promptly raise compliance concerns through Thrive's designated compliance or leadership channel so that issues can be investigated and corrected.
Internal reporting is not intended to waive or condition any external reporting right that cannot lawfully be conditioned.
10 · NO REVERSE ENGINEERING; NO SYSTEM RECREATION
Agent may not decompile, disassemble, reverse engineer, scrape, export, reproduce, deconstruct, map, document for replication, or otherwise attempt to discover or reproduce the underlying structure, workflow, configuration, methodology, or operation of Thrive proprietary systems for the purpose of creating, improving, or assisting a competing or substitute system.
Agent may not provide screenshots, recordings, workflows, credentials, documentation, prompts, automations, or system access to a third-party developer or business for that purpose.
11 · NON-SOLICITATION OF THRIVE AGENTS, MANAGERS, RECRUITS, AND TEAMS
During Agent's affiliation with Thrive and for twelve (12) months after that affiliation ends, Agent will not, directly or indirectly, for Agent or for any other person or organization, solicit, recruit, induce, encourage, persuade, target for recruitment, or knowingly assist another person in soliciting or recruiting a Thrive agent, manager, representative, contractor, leader, or active recruit to leave Thrive, change hierarchy away from Thrive, join another insurance agency, brokerage, IMO, FMO, marketing organization, or competing organization, or provide services to another such organization.
Prohibited solicitation includes attempts made by phone, text, iMessage, email, Instagram, Facebook, TikTok, LinkedIn, X, Discord, WhatsApp, Telegram, Slack, direct message, social-media message, private group, advertisement targeted using Thrive data, in-person communication, intermediary, recruiter, upline, downline, alternate account, or other method.
This covenant is intended to protect Thrive's legitimate business interests, including confidential agent/team information, substantial business relationships, goodwill, recruiting investments, specialized training, and organizational stability.
It applies at minimum to all persons whose identity, status, contact information, team affiliation, production, recruiting status, or relationship with Thrive became known to Agent through Thrive Confidential Information or Agent's participation in Thrive.
General advertising not specifically targeted using Thrive Confidential Information is not prohibited merely because a Thrive-affiliated person independently responds, provided Agent did not directly or indirectly target, invite, induce, or use another person to target that individual.
Nothing prohibits conduct that applicable law expressly protects.
Agent agrees to the 12-month post-affiliation non-solicitation covenant.
12 · NON-INTERFERENCE; PROTECTION OF MANAGERS AND UPLINES
Agent may not use Confidential Information or Company relationships to circumvent, undermine, bypass, or intentionally interfere with established Thrive manager/upline relationships, team structures, recruiting relationships, compensation relationships, carrier relationships, vendor relationships, or other legitimate business relationships.
Agent may not redirect Company resources, misappropriate agent relationships, or use another person or entity to do indirectly what Agent is prohibited from doing directly.
13 · LIMITED NON-REPLICATION COVENANT
During Agent's affiliation and for twelve (12) months after it ends, Agent will not use Thrive Confidential Information to create, operate, manage, assist, finance, advise, or materially support a competing insurance-agency, recruiting, training, sales, management, or brokerage system that substantially replicates Thrive proprietary methods.
This provision does not prohibit Agent from working in the insurance industry using Agent's own independently developed skills, experience, and publicly available information.
The parties intend this covenant to be enforced only to the extent reasonably necessary to protect legitimate business interests and to be reformed or narrowed by a court if required by Florida law rather than voided in its entirety.
14 · COMPANY DATA; CUSTOMER AND AGENT INFORMATION
Agent may use customer, prospect, policyholder, lead, applicant, agent, recruit, manager, production, compensation, carrier, and internal business data only for authorized Thrive purposes.
Agent may not sell, export, download, transfer, retain for competitive use, or distribute Thrive data to unauthorized parties.
Upon termination or written request, Agent must cease access and return/delete Thrive data and credentials, subject to legally required recordkeeping and controlling carrier rules.
15 · ACCESS CREDENTIALS AND SECURITY
All Thrive logins, course links, dashboards, portal credentials, Discord access, software access, CRM access, and other credentials are personal to the authorized user and may not be shared unless Thrive gives written permission.
Agent is responsible for reasonable credential security and must promptly report suspected unauthorized access.
16 · WRITING AGENT IS PRIMARY OBLIGOR FOR PRODUCTION DEBT
The individual who writes, submits, places, or causes insurance business to be submitted (the “Writing Agent”) is the primary obligor for all debts and financial obligations attributable to that Writing Agent's production or activity (“Agent Debt”), including carrier chargebacks, commission advances, debit balances, reversals, policy cancellations, lapses, rescissions, unearned commissions, replacement-related reversals, lead balances, lead charges, administrative fees, overpayments, and other properly attributable production-related obligations.
Agent Debt remains the Writing Agent's obligation regardless of whether a carrier, IMO, FMO, agency, brokerage, manager, upline, Thrive, or another party initially posts, transfers, rolls up, advances, pays, offsets, or temporarily satisfies the amount.
A roll-up changes where the debit is posted; it does not shift the underlying economic responsibility away from the Writing Agent.
Agent Debt survives resignation, termination, inactivity, loss or lapse of license, change of agency, change of upline, hierarchy change, carrier change, IMO/FMO change, transfer, termination of appointment, or discovery of the debt after Agent leaves, so long as the debt arises from or is properly attributable to Agent's prior production or activity.
Agent is not released from Agent Debt unless the party legally entitled to the obligation provides an express written release identifying the specific obligation released.
A verbal statement, informal conversation, hierarchy change, transfer, payment by an upline, or temporary roll-up is not a release.
Agent acknowledges: Writing Agent is primary obligor for personal production debt.
17 · CONTINUING PERSONAL GUARANTY; MANAGER HIERARCHY DEBT GUARANTY
If Agent writes, contracts, receives commissions, or incurs obligations through a corporation, LLC, partnership, agency, DBA, or other entity owned, managed, controlled, or used by Agent (an “Agent Entity”), the individual signatory personally, absolutely, unconditionally, and continuously guarantees the prompt payment and performance of all Agent Debt and other monetary obligations of that Agent Entity arising under this Agreement or from insurance business written or submitted by or for Agent.
This is a guaranty of payment and performance, not merely a guaranty of collection.
To the fullest extent permitted by law, Guarantor waives presentment, protest, notice of dishonor, and any requirement that Thrive, a manager, upline, carrier, IMO, FMO, or other entitled party first pursue the Agent Entity, collateral, another obligor, commission stream, or another remedy before pursuing Guarantor.
Extensions, payment plans, carrier adjustments, hierarchy changes, or reasonable modifications of the underlying obligation do not release Guarantor except to the extent an express written release specifically says so.
For purposes of Sections 16 through 24, “Manager Hierarchy” means every direct and indirect downline agent, manager, representative, recruit, or contracting entity placed beneath a Manager in Thrive, carrier, IMO, FMO, agency, commission, contracting, or internal hierarchy records.
“Hierarchy Debt” means all Agent Debt of any person or entity in the Manager Hierarchy arising from business written, submitted, placed, advanced, or otherwise generated while that person or entity was in the Manager Hierarchy, including debt discovered, posted, transferred, rolled up, or charged after the downline leaves, becomes inactive, changes hierarchy, or transfers to another organization.
By signing this Agreement, Agent agrees that if Agent is now or later becomes a Manager, the individual signatory personally, absolutely, unconditionally, and continuously guarantees the prompt payment and performance of all Hierarchy Debt.
The Manager's liability for Hierarchy Debt is additional to, and does not replace or reduce, the Writing Agent's primary liability for the same debt.
To the fullest extent permitted by applicable law and controlling carrier/IMO/FMO agreements, the Writing Agent and each Manager whose Manager Hierarchy included that Writing Agent at the time the applicable business was written, submitted, placed, advanced, or generated are jointly and severally liable for the applicable Hierarchy Debt.
Thrive and/or any party legally entitled to the obligation may pursue the Writing Agent, any responsible Manager, any other responsible guarantor, or any combination of them, without first exhausting remedies against another obligor, entity, collateral, hierarchy level, or commission stream.
A hierarchy change, removal of a downline, resignation, termination, release from Thrive, transfer to another agency, change of IMO/FMO, change of carrier, termination of appointment, or later restructuring does not release a Manager from Hierarchy Debt arising from business generated while the downline was within that Manager's Manager Hierarchy.
A Manager remains liable until the underlying debt is paid in full or the party legally entitled to release the obligation provides an express written release identifying the specific debt and the Manager being released.
Manager acknowledges that downline production can create chargeback and debit exposure beyond Manager's direct day-to-day control.
Manager knowingly accepts that risk as a condition of receiving, where applicable, hierarchy rights, override compensation, management economics, lead allocations, recruiting benefits, team-building rights, or other economic or organizational benefits associated with maintaining a downline organization.
Individual signatory guarantees Agent Entity obligations and covered direct/indirect Hierarchy Debt.
18 · INDEMNIFICATION AND REIMBURSEMENT OF THRIVE, MANAGERS, AND UPLINES
If any Agent Debt or Hierarchy Debt is charged, rolled up, transferred, withheld, debited, collected from, or paid by Thrive, a manager, upline, agency, IMO, FMO, or other upstream party, the Writing Agent and every Manager responsible for that Hierarchy Debt under Section 17 must promptly reimburse and indemnify the affected party for the amount properly attributable to the applicable production, together with reasonable documented collection costs and attorneys' fees recoverable by law or contract.
The obligations of the Writing Agent and responsible Manager(s) are cumulative and are not reduced merely because another person or entity also owes or pays some or all of the same debt.
Agent and Manager authorize Thrive to provide reasonable documentation of Agent Debt and Hierarchy Debt to affected managers/uplines and other parties with a legitimate need to administer, collect, reconcile, or resolve the obligation, subject to privacy law and carrier/IMO/FMO rules.
19 · SETOFF; APPLICATION OF COMMISSIONS AND AMOUNTS OWED
To the extent permitted by applicable carrier/IMO/FMO agreements and law, Thrive may apply commissions, overrides, bonuses, refunds, credits, reimbursements, amounts otherwise payable by Thrive, or other amounts held for Agent or Manager against matured Agent Debt or Hierarchy Debt that Agent or Manager owes or guarantees under this Agreement.
Nothing in this section authorizes Thrive to take carrier funds it has no legal or contractual right to offset.
20 · DEBT STATEMENTS; NOTICE; DISPUTE PROCEDURE
Thrive may rely on carrier, IMO, FMO, agency, accounting, commission, policy, hierarchy, contracting, and payment records to calculate Agent Debt and Hierarchy Debt.
When reasonably practicable, Thrive will provide the responsible Writing Agent or Manager a statement or supporting record identifying the amount claimed and source.
Agent or Manager must raise any good-faith written dispute promptly and identify the specific amount and basis disputed.
An unresolved dispute does not permit Agent or Manager to misrepresent, conceal, transfer, restructure, or evade a debt, and the parties may pursue available contractual or legal remedies.
21 · HIERARCHY TRANSFER / RELEASE WHILE AGENT DEBT IS OUTSTANDING
To the fullest extent permitted by carrier/IMO/FMO agreements and applicable law, Thrive has no obligation to voluntarily consent to, facilitate, expedite, sign, or provide a discretionary release, hierarchy-transfer approval, vector change, or similar assistance while any undisputed Agent Debt or Hierarchy Debt for which Agent or Manager is responsible under this Agreement remains unpaid, or while Agent or Manager has failed to make commercially reasonable repayment arrangements acceptable to the party legally entitled to the debt.
Agent understands that carrier, IMO, FMO, regulatory, or statutory rules may independently govern appointments, releases, vectors, and transfers and may override any inconsistent private contractual provision.
This Agreement does not create a right to block a transfer that applicable law or a controlling carrier agreement requires to occur.
For a Manager, this section includes both the Manager's personal production-related Agent Debt and all Hierarchy Debt guaranteed under Section 17.
A Manager is not released from guaranteed downline debt merely because the downline leaves, is moved, or is transferred.
Subject to controlling law and carrier/IMO/FMO rules, all such debt must be paid in full or expressly resolved in writing before Thrive is required to provide voluntary transfer or release assistance.
22 · COLLECTION AND ENFORCEMENT OF AGENT DEBT
If Agent or Manager fails to pay undisputed Agent Debt or Hierarchy Debt after written demand and any applicable cure period, Thrive and/or the party legally entitled to the obligation may pursue lawful collection remedies, which may include setoff where authorized, carrier/IMO collection procedures, a collection agency, arbitration if required by a controlling agreement, or a civil action in a court of competent jurisdiction.
Thrive is not required to first sue or collect from the Writing Agent before pursuing a responsible Manager/Guarantor where the guaranty is enforceable.
The parties do not intend to create a confession of judgment or waive nonwaivable procedural rights.
To the extent permitted by law, Agent and Manager are responsible for reasonable collection costs and attorneys' fees awarded or recoverable under this Agreement or applicable law with respect to Agent Debt or Hierarchy Debt they owe or guarantee.
23 · NO FRAUDULENT TRANSFERS OR DEBT EVASION
Agent or Manager may not intentionally transfer commissions, move business, move downlines, shift an Agent Entity, change hierarchy, redirect payments, use another writing number, re-paper production, or otherwise structure transactions for the purpose of evading legitimate Agent Debt or Hierarchy Debt.
Nothing in this section prohibits lawful business restructuring undertaken for legitimate reasons and not designed to hinder a lawful creditor or evade a contractual guaranty.
24 · CARRIER AND COMPENSATION AGREEMENTS
Carrier, IMO, FMO, and compensation agreements may impose independent chargeback, advance, vesting, release, offset, commission, and debt rules.
Agent is responsible for understanding those rules.
This Agreement supplements those obligations and does not amend a carrier's mandatory terms unless the carrier expressly agrees in writing.
25 · SUSPENSION AND TERMINATION
Thrive may suspend or terminate participation, production access, lead access, training access, system access, or other privileges for nonpayment, material breach, misuse of systems, credential sharing, confidentiality breach, improper solicitation, data misuse, insurance/compliance risk, E&O lapse, or other material violation.
Termination does not eliminate obligations intended to survive, including Agent Debt, guaranty, indemnification, confidentiality, intellectual-property protection, non-solicitation, non-replication, customer/book protection, data return/deletion, and enforcement provisions.
26 · REMEDIES; INJUNCTIVE RELIEF
Agent acknowledges that unauthorized disclosure, system copying, misuse of trade secrets, credential sharing, data theft, or prohibited solicitation may cause harm that is difficult to quantify.
To the extent permitted by law, Thrive may seek temporary, preliminary, or permanent injunctive/equitable relief in addition to damages and other remedies.
Nothing in this Agreement waives any bond requirement or other requirement that applicable law does not permit the parties to waive.
27 · FALSE STATEMENTS, THREATS, AND IMPROPER LEVERAGE
Nothing in the Protected Reporting section authorizes an Agent to knowingly make false factual statements, fabricate evidence, impersonate another person, unlawfully access systems, threaten disclosure solely to obtain money or an unrelated business concession, or otherwise engage in defamation, extortion, coercion, or unlawful conduct.
Thrive reserves all rights and remedies concerning such conduct.
Good-faith protected reporting of suspected misconduct is not a breach merely because Thrive disputes the allegation.
28 · ATTORNEYS' FEES AND COSTS
To the extent permitted by applicable law, the prevailing party in an action to enforce or challenge an enforceable restrictive covenant, confidentiality obligation, guaranty, or other provision may recover reasonable attorneys' fees and costs where authorized by statute or this Agreement.
Nothing in this section limits a court's authority under Florida law.
29 · FLORIDA RESTRICTIVE-COVENANT INTENT; REFORMATION
The parties acknowledge that Agent may receive valuable Confidential Information, substantial business relationships, customer/agent goodwill, recruiting investments, and specialized training, which the parties intend to constitute legitimate business interests to the extent recognized by Florida law.
The restrictive covenants are intended to be reasonable and no broader than necessary to protect those interests.
If a court finds a restriction overbroad in time, geography, persons, or scope, the parties request that the court modify and enforce it to the maximum lawful extent rather than invalidate the entire restriction.
If any Florida statutory notice or counsel-review requirement applies to a particular category of worker or covenant, Thrive will provide the required notice before execution.
This Agreement should not be used as a substitute for any separate notice required by then-current law.
30 · GOVERNING LAW; FORUM
This Agreement is governed by Florida law, without regard to conflict-of-law rules, except where federal law or another jurisdiction's mandatory law controls.
Subject to any mandatory arbitration or forum provision in a controlling carrier/IMO/FMO agreement, a civil action concerning this Agreement may be brought in a court of competent jurisdiction in the Florida county where Thrive's principal place of business is located, unless applicable law requires another venue.
31 · JURY TRIAL WAIVER - COUNSEL REVIEW REQUIRED
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN A CIVIL ACTION ARISING DIRECTLY FROM THIS AGREEMENT, EXCEPT WHERE A JURY-TRIAL WAIVER IS NOT ENFORCEABLE OR WHERE A CONTROLLING AGREEMENT OR LAW REQUIRES OTHERWISE.
THIS CLAUSE SHOULD BE SPECIFICALLY REVIEWED BY FLORIDA COUNSEL BEFORE USE.
Agent acknowledges the jury-trial waiver, subject to law and counsel review.
32 · NO WAIVER OF NONWAIVABLE RIGHTS
Nothing in this Agreement waives a right or remedy that applicable law does not allow a private contract to waive.
Nothing requires Agent to violate a law, regulation, court order, governmental request, or controlling carrier rule.
33 · SEVERABILITY; BLUE-PENCIL / REFORMATION
If any provision is invalid or unenforceable, the remaining provisions remain effective.
Where permitted, an unenforceable restriction will be narrowed, modified, or reformed to the maximum enforceable scope consistent with the parties' stated legitimate interests.
34 · THRIVE-OWNED ASSETS, GOODWILL, AND ENTERPRISE CONTINUITY
To the extent owned or controlled by Thrive under applicable law and controlling carrier, IMO, FMO, vendor, platform, and intellectual-property agreements, Thrive assets include the Thrive name and brand; trade names; domains; websites; company-controlled phone numbers; training libraries; scripts; SOPs; courses; call-recording libraries; recruiting systems; manager-development systems; sales systems; CRM configurations; automations; company-created databases; company-created customer, lead, prospect, recruit, agent, and manager records; company social-media assets; internal documentation; software configurations and technology; Company Work Product; Company Data; goodwill; and contractual rights belonging to Thrive.
Agent acknowledges that access to, contribution to, or use of a Thrive asset does not by itself create an ownership interest in that asset.
Nothing in this section transfers to Thrive any carrier contract, commission, renewal, servicing right, or other property that a controlling written agreement or applicable law expressly and nonwaivably assigns to Agent.
The parties intend, however, that Thrive-owned systems, data, intellectual property, goodwill, and contractual rights remain usable and transferable with the Thrive business to the fullest extent permitted by law.
35 · COMPANY WORK PRODUCT; INTELLECTUAL-PROPERTY ASSIGNMENT
“Company Work Product” means any training material, script, SOP, workflow, presentation, template, recording, course, document, recruiting material, sales material, automation, software configuration, process, graphic, video, copy, system documentation, or other work product created specifically for Thrive, at the request or direction of Thrive, within the scope of Agent's authorized duties for Thrive, or using material Thrive Confidential Information or Thrive resources for a Thrive business purpose.
To the fullest extent permitted by law, copyrightable Company Work Product created within the scope of a qualifying work-made-for-hire relationship is specially commissioned as a work made for hire for Thrive.
To the extent any Company Work Product does not qualify as a work made for hire, Agent hereby irrevocably assigns to Thrive all right, title, and interest Agent may have in that Company Work Product, including intellectual-property rights, subject to any nonwaivable rights under applicable law.
Agent will execute reasonable further documents needed to confirm such ownership.
Agent retains ownership of pre-existing materials created independently before the Thrive engagement and of general skills, experience, and know-how not derived from Thrive Confidential Information.
If Agent knowingly incorporates Agent-owned pre-existing material into Company Work Product, Agent grants Thrive a perpetual, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, display, perform, and create derivative works from that embedded material as part of the Company Work Product, unless a separate written agreement states otherwise.
36 · COMPANY SYSTEMS, RECORDS, AND OPERATIONAL CONTINUITY
Agent and Manager must keep material Thrive recruiting, lead, customer, policy-administration, production, training, hierarchy, and operational records created or maintained for Thrive in systems designated or approved by Thrive when reasonably required.
Agent may not intentionally maintain the sole authoritative copy of material Thrive information in a personal email account, personal cloud drive, personal CRM, personal messaging account, or other system inaccessible to Thrive.
Upon request or termination, Agent must reasonably cooperate in transferring Thrive records, administrative credentials, Company Work Product, and other Thrive-owned information into Thrive-controlled systems, subject to applicable privacy law, carrier requirements, and legally required recordkeeping.
Agent may retain only information Agent is legally entitled or required to retain and may not use retained information for a prohibited competitive, solicitation, replacement, or debt-evasion purpose.
37 · PROTECTED CUSTOMERS, LEADS, PROSPECTS, RECRUITING PROSPECTS, AND CRM RECORDS
For purposes of this Agreement, “Protected Business Relationships” include, to the extent protectable by law:
(a) leads, prospects, customers, policyholders, applicants, recruiting prospects, recruits, and business contacts introduced to Agent through Thrive, a Thrive manager/upline, Thrive advertising or lead programs, Thrive inbound calls, Thrive recruiting campaigns, Thrive CRM systems, or Thrive Confidential Information; and
(b) customers and policy relationships associated with insurance business written, submitted, serviced, or placed through the Thrive hierarchy where Thrive, a Thrive manager/upline, or another Thrive-affiliated party has a legitimate business, compensation, servicing, or goodwill interest under the applicable arrangements.
Agent may use Protected Business Relationship information only for authorized Thrive business while affiliated with Thrive.
Agent may not export, scrape, copy, sell, assign, transfer, license, disclose, upload to another CRM, retain for competitive use, or provide to another agency, IMO, FMO, lead buyer, recruiter, aggregator, producer, investor, or other third party any Thrive-owned or Thrive-controlled lead list, customer list, policyholder list, recruiting-prospect list, CRM export, contact database, call record, lead history, policy data, or other Thrive Data except as authorized in writing or required by law.
Nothing in this section is intended to override a policyholder's lawful right to choose a producer, insurer, or service provider, or to override a carrier's controlling ownership or servicing rules.
The restrictions are directed at misuse of Thrive Data, Thrive relationships, Thrive goodwill, and systematic transfer or exploitation of business developed through the Thrive organization.
38 · NO BOOK STRIPPING, PORTFOLIO RESALE, REPLACEMENT ABUSE, OR DEBT-CREATING MIGRATION
During Agent's affiliation with Thrive and for twelve (12) months after it ends, Agent will not directly or indirectly initiate, organize, assist, finance, or participate in a systematic campaign to move, rewrite, replace, surrender, cancel, rebroker, re-paper, transfer, or otherwise migrate policies or customers within the Protected Business Relationships from Thrive to another agency, brokerage, IMO, FMO, producer, or distribution organization for the purpose of moving compensation, generating new commissions, transferring a book of business, exploiting Company Data, harming Thrive or its managers/uplines, or creating or accelerating chargebacks, reversals, debit balances, or other Agent Debt or Hierarchy Debt.
Agent may not sell, assign, pledge, license, broker, monetize, or offer to sell or transfer any Company-owned customer list, lead list, CRM data, policyholder list, recruiting-prospect list, goodwill, or other Company asset as part of a purported “book of business.”
Agent also may not represent to a prospective buyer or new agency that Agent owns Company Data, Company goodwill, or other assets that Agent does not legally own.
If Agent has independent renewal, servicing, or other rights under a carrier agreement, any lawful transfer of those rights remains subject to this Agreement's confidentiality, data-use, debt, guaranty, non-solicitation, and debt-evasion provisions to the fullest extent permitted by law.
If Agent's prohibited replacement, rewrite, transfer, portfolio sale, or migration causes or accelerates a chargeback, commission reversal, debit, clawback, refund, lost advance, or other production-related obligation, that amount remains Agent Debt and, where applicable, Hierarchy Debt under this Agreement.
Agent and any responsible Manager remain liable for such debt, and Agent must reimburse and indemnify the affected Thrive party, manager, or upline for actual documented losses and amounts properly attributable to the prohibited conduct to the extent permitted by law.
Nothing in this section requires Agent to recommend that a client keep unsuitable coverage or prohibits a bona fide, client-initiated or objectively client-beneficial replacement, exchange, surrender, transfer, or servicing action that is fully compliant with applicable replacement, suitability, best-interest, disclosure, consent, carrier, and regulatory requirements.
Agent may not use this carve-out as a pretext for a systematic book-stripping or debt-evasion campaign.
Agent acknowledges Protected Book / no-book-stripping rules and resulting debt liability.
39 · ERRORS AND OMISSIONS INSURANCE REQUIREMENT
Each producing Agent must maintain errors-and-omissions (“E&O”) insurance in force throughout Agent's active production relationship with Thrive at limits no lower than those required by applicable law, the applicable carrier, IMO, FMO, or such reasonable minimum limits as Thrive may designate in writing from time to time.
Agent must provide a certificate of insurance or other reasonable evidence of coverage upon request.
Agent must promptly notify Thrive of cancellation, nonrenewal, material reduction, lapse, or known denial of required E&O coverage.
Thrive may suspend new production, lead access, appointments, or system access until required coverage is restored.
If the applicable policy is claims-made, Agent must maintain any prior-acts protection, extended reporting coverage, or other post-termination protection required by applicable law, carrier rules, or a reasonable written Thrive policy applicable to similarly situated agents.
Producing Agent acknowledges the E&O requirement and proof-of-coverage duty.
40 · NO EQUITY OR OWNERSHIP RIGHTS FROM PARTICIPATION, PRODUCTION, OR HIERARCHY
Unless a separate written equity, purchase, partnership, or ownership agreement signed by an authorized Thrive representative expressly states otherwise, Agent's production, recruiting, team-building, manager status, hierarchy position, receipt of overrides, contribution to training, participation in meetings, or development of goodwill does not give Agent any equity, membership, shareholder, partnership, voting, ownership, or control interest in Thrive, Thrive intellectual property, Thrive Data, Thrive systems, Thrive goodwill, Thrive recruiting pipelines, or Thrive-owned customer/lead relationships.
Compensation, commissions, overrides, renewals, bonuses, and servicing rights are governed by the applicable written compensation, carrier, IMO, FMO, or agency arrangements.
Economic compensation does not itself convert Thrive-owned assets or goodwill into Agent-owned property.
41 · TRANSACTION COOPERATION; DUE DILIGENCE; CONFIDENTIAL TRANSACTION DISCLOSURES
Agent agrees to reasonably cooperate with lawful administrative actions necessary to facilitate a merger, acquisition, asset sale, recapitalization, financing, reorganization, affiliation, carrier transition, contracting transition, or change of control involving Thrive or relevant Thrive assets.
Reasonable cooperation may include confirming Agent information, completing administrative forms, acknowledging updated system instructions, and taking non-economic transition steps reasonably required by carriers, vendors, platforms, or regulators.
No such transaction may materially expand Agent's personal economic obligations under this Agreement without separate consent where consent is legally required.
Thrive may, subject to applicable privacy, insurance, carrier, and data-security requirements, disclose this Agreement and reasonably necessary non-public business information to bona fide prospective or actual purchasers, investors, lenders, financing sources, insurers, attorneys, accountants, investment bankers, consultants, due-diligence providers, and their representatives who have a legitimate transaction-related need to know and are subject to confidentiality duties or other appropriate safeguards.
Agent acknowledges that a lawful transaction or change in Thrive ownership, management, capitalization, or structure does not by itself terminate this Agreement, extinguish Agent Debt or Hierarchy Debt, release a guaranty, eliminate confidentiality obligations, or terminate any surviving restrictive covenant.
42 · ASSIGNMENT; CHANGE OF CONTROL; SUCCESSORS; THIRD-PARTY BENEFICIARIES
Thrive may assign, delegate, transfer, or convey its rights and obligations under this Agreement, in whole or in part, to an affiliate, successor, surviving entity, purchaser of substantially all or a relevant portion of the Thrive business or assets, or other entity resulting from or participating in a merger, acquisition, reorganization, recapitalization, or change-of-control transaction, without further consent from Agent to the extent permitted by applicable law and controlling carrier, IMO, FMO, vendor, and platform arrangements.
Agent may not assign, delegate, or transfer this Agreement or Agent's obligations without Thrive's prior written consent, except where applicable law provides otherwise.
A permitted successor or assignee of Thrive may enforce the rights assigned to it under this Agreement to the same extent as Thrive, subject to applicable law.
A change in ownership, control, management, capitalization, or legal form of Thrive does not by itself release Agent from obligations that otherwise survive or continue.
The confidentiality, non-solicitation, customer/book protection, debt reimbursement, guaranty, intellectual-property, data-protection, and related provisions are intended to benefit Thrive, its permitted successors and assigns, and, where the facts support it, affected Thrive managers/uplines who incur Agent Debt or Hierarchy Debt.
Such affected managers/uplines may be intended third-party beneficiaries of the applicable reimbursement and protective provisions to the extent permitted by law.
Agent acknowledges Thrive IP/data ownership and permitted successor enforcement rights.
43 · NOTICES; ELECTRONIC TRANSACTIONS; RECORDS
Electronic signatures, click acceptance, and electronic records may be used to the extent permitted by applicable law.
Notices may be sent to the email, address, or account information maintained for Agent unless a specific method is required by a controlling agreement or law.
Agent must keep contact information current.
44 · ENTIRE AGREEMENT; ORDER OF PRECEDENCE
This Agreement, together with applicable carrier agreements, compensation agreements, agency/IMO/FMO agreements, manager agreements, written policies, and other documents expressly incorporated into the Thrive relationship, states the agreement concerning the covered brokerage subjects.
Mandatory law and mandatory carrier terms control where legally required.
This Agreement does not govern separate marketing-service pricing, advertising-service credits, advertising spend, or third-party marketing payment authorization.
45 · ACKNOWLEDGMENTS
By signing, Agent acknowledges and agrees that:
- Agent had the opportunity to read this Agreement and seek independent legal advice before signing;
- Agent understands that private Thrive systems and Discord access are conditioned on execution of this Agreement;
- Agent understands the confidentiality, intellectual-property, no-copying, no-reverse-engineering, and data-security obligations;
- Agent understands the 12-month non-solicitation covenant;
- Agent understands that the Writing Agent remains the primary obligor for production-related debt attributable to that Writing Agent;
- Agent understands that roll-up of a debit to an upline, manager, agency, IMO, or FMO does not release the Writing Agent and does not prevent Thrive or another entitled party from pursuing a responsible Manager/Guarantor;
- Agent understands that an individual who uses an Agent Entity personally guarantees that entity's covered obligations and that any Agent who now or later becomes a Manager personally guarantees Hierarchy Debt of all direct and indirect downlines as stated above;
- Agent understands that, to the fullest extent permitted by law and controlling upstream agreements, the Writing Agent and responsible Manager(s) may be jointly and severally liable for the same Hierarchy Debt and Thrive need not first exhaust collection against one before pursuing another;
- Agent understands that hierarchy changes, downline transfers, resignation, termination, or agency changes do not automatically release a Manager from Hierarchy Debt arising while the downline was within that Manager's hierarchy;
- Agent understands Thrive may pursue lawful collection remedies for unpaid Agent Debt and guaranteed Hierarchy Debt, including pursuing a responsible Manager/Guarantor where permitted;
- Agent understands confidentiality does not prohibit legally protected good-faith reporting, regulator/law-enforcement cooperation, authorized carrier-compliance cooperation, or communications with legal counsel;
- Agent understands that knowingly false statements, theft, unauthorized access, extortion, and improper use of Thrive Confidential Information are not protected by this Agreement;
- Agent understands the customer/lead/book protections and agrees not to export, sell, transfer, or systematically migrate Thrive-owned or Thrive-controlled customer, lead, CRM, recruiting-prospect, or policy data to another organization;
- Agent understands that prohibited book stripping, replacement abuse, or debt-creating migration does not release Agent or responsible Managers from resulting Agent Debt or Hierarchy Debt;
- Agent understands that producing agents must maintain required E&O insurance and provide evidence of coverage upon request;
- Agent understands that Company Work Product and Thrive-owned data, systems, goodwill, and other assets remain owned by Thrive as stated in this Agreement and that hierarchy position or production does not itself create equity or ownership rights; and
- Agent understands that a permitted merger, acquisition, asset sale, reorganization, or change of control does not by itself terminate this Agreement or release surviving obligations, and that permitted successors or assigns may enforce assigned rights.
You have reached the end of the agreement.
Signed and agreed
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