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Investment Advisor Representative Agreement

This Agreement is entered into as of the date of the last signature affixed hereto, by and between Core Planning, LLC (“CP”), and:

Independent Contractor Investment Advisor Representative (“IAR”)

The parties desire to establish an arrangement under which IAR may be engaged by Core Planning LLC to perform services as described in this Agreement.

SCOPE OF SERVICES:

The services to be performed by IAR will generally include, but are not limited to:

• Making recommendations regarding investments

• Managing and servicing client accounts

• Determining which recommendation or advice regarding investments should be given

• Soliciting investment advisory services

• Following the policies and procedures as instructed in the Compliance Manual. A copy of this Compliance Manual is presented prior to service engagement, and confirmation of its delivery must be acknowledged.

INDEPENDENT CONTRACTOR:
The relationship between IAR and Core Planning is that of an independent contractor. No employer/employee relationship is created, and neither party is authorized to bind the other in any way. IAR is obligated to comply with all requirements, including without limitation, those relating to tax withholding or personal payment of estimated taxes.

COMPENSATION:

IAR’s gross compensation will be equal to: 80% of gross fees collected from clients in which the IAR is the lead advisor of record. On an ongoing basis, Core Planning and IAR will maintain a mutually agreed upon record of clients designated as being served by IAR as the lead advisor. After a monthly or quarterly billing cycle has been received, Core Planning will then remit check or auto deposit to IAR. A 1099 will be issued to the IAR after the close of the calendar year.

Both parties agree to a cap in Core Planning’s retained gross revenue in the amount of $20,000 per year. This agreement has been reached that the current rate is subject to negotiation in the future, based upon Core Planning’s future business expenses. Both parties have recognized that unforeseen future costs may arise which could impact the profitability of the business. Therefore, it has been agreed that if such expenses do occur, a review of the current rate will take place, and negotiations will be conducted in good faith to ensure that both parties can continue to work together in a mutually beneficial manner. This agreement will provide the flexibility needed to adjust the rate in a fair and reasonable way.

TERM OF ENGAGEMENT:

The term of this agreement shall begin:

and will remain in effect until terminated by either party effective upon 30 days' prior written notice.

Either party may terminate this Agreement for a material breach of this Agreement at any time and without notice. Termination of IAR for "cause" shall include but not be limited to termination based on any of the following grounds:

(a) failure to perform the duties of the IAR's position in a satisfactory manner;

(b) fraud, misappropriation, embezzlement or acts of similar dishonesty;

(c) conviction of a felony involving moral turpitude;

(d) intentional and willful misconduct that may subject Core Planning to criminal or civil liability;

(e) breach of the IAR's duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to Core Planning;

(f) willful disregard of Company policies and procedures;

(g) breach of any of the material terms of this Agreement.

Following the termination of this Agreement, no further Services shall be provided hereunder. All other provisions of this Agreement shall remain in full force and effect.

CONFIDENTIALITY:

IAR agrees that during the engagement period and following the conclusion of this agreement, whether voluntary or involuntary, IAR will hold in strictest confidence and not disclose Confidential Information to anyone who is not also an employee or contractor of Core Planning or to any employee or contractor of Core Planning who does not also have access to such Confidential Information, without express written authorization of Core Planning. "Confidential Information" shall mean any client or Core Planning information, including but not limited to client lists, client contact information, processes, formulas, developments, operating methods, cost, pricing, financial data, business plans and proposals, data and information Core Planning receives in confidence from any other party, or any other secret or confidential matters of Core Planning. Additionally, IAR will not use any Confidential Information for IAR's own benefit or to the detriment of Core Planning.

ENTERING CONTRACTS:

The IAR shall have no authority to enter into any contracts binding upon Core Planning, or to deliberately create any obligations on the part of Core Planning, except as may be specifically authorized by Manager or Managing Member(s) of Core Planning.

The IAR is granted discretion and authority to onboard new clients and execute the Investment Advisory Agreement and other such agreements which are necessary within the scope of servicing clients.

NON-SOLICIT MUTUAL AGREEMENT:

Core Planning and IAR agree to maintain a mutually agreed upon list of client relationships which belong to the IAR. Core Planning lays no claim upon those relationships and should either party ever decide to terminate this agreement, IAR may continue those relationships.

In return, the IAR agrees to not (directly or indirectly), seek further communication or solicitation of any of Core Planning clients outside of that same list.

GENERAL PROVISIONS:

Notices: All notices and other communications required or permitted by this Agreement to be delivered by Core Planning or the IAR to the other party shall be delivered either in writing or personally.

Amendments and Termination; Entire Agreement: This Agreement may not be amended or terminated except by in writing executed by all of the parties hereto. This Agreement constitutes the entire agreement of Core Planning and the IAR relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.

Successors and Assigns: The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that Core Planning, without obtaining the IAR's consent, may assign its rights and obligations hereunder to a wholly-owned subsidiary and provided further that any post-engagement restrictions shall be assignable by Core Planning to any entity which purchases all or substantially all of Core Planning's assets or to any entity which is the surviving entity as a result of a merger or similar business reorganization transaction.

Severability; Provisions Subject to Applicable Law: All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal, or unenforceable under any applicable law.

If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.

Waiver of Rights: No waiver by Core Planning or the IAR of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

Counterparts: This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.

GOVERNING LAWS AND FORUM:

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the state of Missouri. The parties hereto further agree that any action brought to enforce any right or obligation under this Agreement shall be subject to the exclusive jurisdiction of the courts of the state of Missouri.

I attest that I've been given access to and agree to the terms of the compliance policies and procedures as outlined in the compliance manual.

IN WITNESS WHEREOF, Core Planning, LLC and the Independent Contractor Investment Advisor Representative (“IAR”) have executed and delivered this Agreement as of the date written below:

date signed

your name

signature

Signature

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