Sarah Pier v. Legacy Insurance Group, LLC

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA SARAH PIER, Plaintiff, vs. LEGACY INSURANCE GROUP, LLC Defendant. Case No. CJ-2026- PETITION COMES NOW Sarah Pier ("Mrs. Pier"), and for her Petition against Defendant Legacy Insurance Group, LLC ("Defendant"), alleges as follows: PARTIES AND JURISDICTION 1. Mrs. Sarah Pier is an insurance producer and operates an Oklahoma licensed insurance agency serving clients throughout Oklahoma. 2. Defendant Legacy Insurance Group, LLC is an Oklahoma limited liability company engaged in the business of insurance brokerage and insurance agency operations. 3. Venue and jurisdiction are proper in this Court because Defendant conducts business in Oklahoma County and the acts complained of occurred within the State of Oklahoma. FACTUAL ALLEGATIONS 4. On or about July 12, 2023, Mrs. Pier entered into an Agent Agreement ("Contract") with Legacy Insurance Group, which is attached hereto as Exhibit A. 5. Under the agreement, Mrs. Pier operated as an independent insurance agent affiliated with Defendant. 6. Mrs. Pier brought her existing clients and insurance book of business with her when she affiliated with Defendant. 7. Mrs. Pier also continued to generate new clients and policies during the relationship. 8. Mrs. Pier’s agency generated commissions averaging approximately $168,000 annually. 9. Mrs. Pier receives monthly commission checks from Defendant of approximately $13,000. 10. Mrs. Pier relies on those monthly commission checks to pay her employees and business expenses. 11. The book of business developed and maintained by Mrs. Pier is approximately $2,200,000 annually. 12. Defendant represented to Mrs. Pier that she would retain ownership of her book of business and client relationships. 13. Mrs. Pier relied upon those representations when entering into the Contract. 14. The Contract further confirms that expiration rights to policies placed under the agreement remain in the undisputed ownership of the Agent. 15. In the insurance industry, expiration rights represent the ownership of the book of business and the right to service and renew policies. 16. During the relationship, Mrs. Pier paid substantial sums in order to operate her agency, including: costs to acquire new clients, EZLynx fees of approximately $546 per month, email services of approximately $66 per month, employee payroll and other business costs. 17. Defendant withheld fees for emails and EZLynx from the Mrs. Pier's monthly commission check during the period of July 2023 through March 2026. 18. Mrs. Pier also maintained her own errors and omissions insurance and other operational costs required under the Contract. 19. Defendant terminated the Contract and Mrs. Pier agreed to transition her agency apart from Defendant. 20. Mrs. Pier attempted to transition the relationship professionally and requested cooperation in transitioning her clients and business operations. 21. Mrs. Pier requested assistance with migrating her business data, emails, client records, and production reports to ensure continuity of client service. (See Exhibit B attached hereto.) 22. Defendant refused to cooperate with the transition. 23. On March 12, 2026, without any advance notice or warning, Defendant terminated Mrs. Piers access to her emails, EzLynx account, clients records and other information, which caused Mrs. Pier to be unable to operate her insurance agency or assist her clients. 24. Defendant unfairly used its power and control over Mrs. Piers insurance agency to intentionally cause her and her staff severe financial distress. 25. Defendant also refused to provide access to Mrs. Pier’s historical emails, EZLynx account, production reports, loss runs, client information and other business records necessary to service Mrs. Pier’s clients. (See Exhibit C, attached hereto.) 26. Defendant informed Mrs. Pier that it would assume control of her client accounts and policy servicing. 27. Defendant also refused to provide administrative access necessary for Mrs. Pier to migrate her data or client communications. 28. Defendant further refused to provide Mrs. Pier with her carrier communications, policy servicing information, or production reports. 29. Defendant’s actions effectively blocked Mrs. Pier from servicing her own clients. 30. Defendant also asserted in writing that all of the Mrs. Pier's email data and business records are Defendant’s property and would not be released to Mrs. Pier. 31. Defendant further stated that it would take over Mrs. Pier’s active policies. 32. Defendant has withheld commissions earned by Mrs. Pier and asserted an intent to delay payment for up to twelve months. 33. Defendant has taken commissions on accounts written solely by Mrs. Pier, including the Bass account. 34. Defendant’s actions have interfered with Mrs. Pier’s relationships with her clients and with insurance carriers. 35. Defendant has made statements to carriers that delayed or interfered with Mrs. Pier’s ability to obtain appointments. 36. Defendant’s conduct has caused reputational harm and financial damage to Mrs. Pier. COUNT I - EMBEZZLEMENT / MISAPPROPRIATION OF COMMISSIONS 37. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 38. Defendant received insurance commissions from insurance carriers for policies written and serviced by Mrs. Pier. 39. Those commissions were received by Defendant in a fiduciary or custodial capacity for the benefit of Mrs. Pier. 40. Under the parties’ agreement and the customary practices of the insurance industry, Defendant was required to remit Mrs. Pier’s earned commission share after receipt of commissions from the insurance carriers. 41. Defendant knowingly and intentionally appropriated commissions belonging to Mrs. Pier and exercised dominion and control over those funds for its own use and benefit. 42. Defendant has refused to release or pay Mrs. Pier the commissions she earned, including commissions from accounts written solely by Mrs. Pier, including but not limited to the Bass account. 43. Defendant's conduct constitutes the fraudulent conversion and misappropriation of funds entrusted to Defendant for the benefit of Mrs. Pier and is equivalent to civil embezzlement. 44. Defendant's actions were willful, intentional, malicious, and taken in reckless disregard of Mrs. Pier's rights. 45. As a direct and proximate result of Defendant's conduct Mrs. Pier has suffered damages including but not limited to, withheld and misappropriated commissions, lost business income, loss of the value of Mrs. Pier's book of business; and other damages. 46. Defendant's conduct warrants the imposition of punitive damages. COUNT II - BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING 47. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 48. Oklahoma law recognizes that every contract includes an implied covenant of good faith and fair dealing. 49. Defendant acted in bad faith by blocking Mrs. Pier's access to systems and data necessary to service her clients. 50. Defendant also withheld commissions and interfered with Mrs. Pier's business relationships. 51. Defendant's actions are causing damage to the Mrs. Piers business. 52. Such conduct deprived Mrs. Pier of the benefits and reasonable expectations of the Contract. COUNT III - FRAUDULENT INDUCEMENT 53. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 54. Defendant represented that Mrs. Pier would retain ownership of her book of business. 55. These representations were material to Mrs. Pier's decision to join Defendant. 56. Defendant either knew the representations were false or made them with reckless disregard for the truth. 57. Mrs. Pier reasonably relied upon the representations. 58. Defendant now claims ownership of the Mrs. Piers book of business and client relationships. 59. Mrs. Pier suffered damages as a result. COUNT IV - BREACH OF CONTRACT 60. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 61. The Agent Agreement is a valid and enforceable contract. 62. Mrs. Pier performed all material obligations under the agreement. 63. The agreement provides that expiration rights to policies placed under the agreement remain in the ownership of the Agent. 64. Defendant breached the agreement by withholding commissions owed to Mrs. Pier, interfering with Mrs. Pier’s expiration rights, refusing to provide access to client records necessary for policy servicing, and refusing to cooperate in transition of Mrs. Pier’s business. 65. Mrs. Pier has been damaged as a result. COUNT V - CONVERSION 66. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 67. Mrs. Pier owns the expiration rights, commissions, client records, and business data associated with her book of business. 68. Defendant has exercised wrongful dominion and control over these assets. 69. Defendant has refused to release commissions, client data, and business records. 70. Defendant’s conduct constitutes conversion. COUNT VI - TORTIOUS INTERFERENCE WITH BUSINESS RELATIONSHIPS 71. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 72. Mrs. Pier had valid business relationships with her insurance clients and carriers. 73. Defendant knew of those relationships. 74. Defendant intentionally interfered with them by blocking access to systems, communications, appointments and policy servicing information. 75. Defendant’s actions were intentional and malicious. COUNT VII - BREACH OF FIDUCIARY DUTY 76. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 77. As managing general agent and commission intermediary, Defendant owed fiduciary duties regarding commissions, client accounts, and policy servicing information. 78. Defendant breached those duties by withholding commissions and appropriating Mrs. Pier’s client relationships. COUNT VIII - VIOLATIONS OF THE OKLAHOMA INSURANCE CODE 79. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 80. Defendant’s conduct interfered with the lawful activities of a licensed insurance producer. 81. Defendant has engaged in conduct that improperly interferes with insurance transactions and client servicing. 82. Such conduct violates provisions of the Oklahoma Insurance Code governing producer relationships and unfair practices. COUNT IX - UNJUST ENRICHMENT 83. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 84. Defendant has retained commissions, data, and business value belonging to Mrs. Pier. 85. Defendant has been unjustly enriched at Mrs. Pier’s expense. COUNT X - FRAUD 86. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. interference 87. Defendant made false or misleading statements to carriers affecting Mrs. Pier’s ability to obtain appointments. 88. These statements harmed Mrs. Pier’s reputation and business relationships. COUNT XI - OKLAHOMA DECEPTIVE TRADE PRACTICES ACT 89. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 90. Defendant engaged in deceptive conduct in the course of business by misrepresenting ownership of Mrs. Pier’s book of business and interfering with her client relationships. COUNT XII - CIVIL CONSPIRACY 91. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 92. Defendant and its agents acted together to interfere with Mrs. Pier’s business relationships and commissions. 93. These acts were intentional and unlawful. COUNT XIII - FEDERAL UNFAIR COMPETITION AND FALSE STATEMENTS IN COMMERCE 94. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 95. Defendant made false statements to insurance carriers and others affecting Mrs. Pier’s ability to conduct business. 96. These statements affected interstate commerce. 97. Mrs. Pier suffered damages as a result. COUNT XIV - DATA INTERFERENCE AND COMPUTER ACCESS VIOLATIONS 98. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 99. Mrs. Pier paid for and used the EZLynx system and related email systems in the operation of her agency. 100. Defendant intentionally terminated Mrs. Pier’s access to those systems and prevented Mrs. Pier from retrieving her business data. 101. Defendant did not provide Mrs. Pier with advance notice of terminating her access. 102. Such conduct constitutes wrongful interference with Mrs. Pier’s business records and electronic data. COUNT XV - CONSTRUCTIVE TRUST 103. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 104. Defendant has received insurance commissions, renewal commissions, and other compensation from insurance carriers for policies written and serviced by Mrs. Pier. 105. These commissions were generated by Mrs. Pier’s clients, Mrs. Pier’s book of business, and Mrs. Pier’s professional services. 106. Defendant received such commissions in a custodial or intermediary capacity and was obligated to distribute Mrs. Pier’s share of those commissions. 107. Defendant has wrongfully withheld commissions belonging to Mrs. Pier and has asserted ownership or control over Mrs. Pier’s client accounts and expiration rights. 108. Defendant’s conduct constitutes the wrongful retention and misappropriation of funds that in equity and good conscience belong to Mrs. Pier. 109. Equity therefore requires that a constructive trust be imposed upon all commissions, renewal commissions, bonuses, and other compensation received by Defendant that are attributable to policies written or serviced by Mrs. Pier. 110. Defendant should be declared a constructive trustee holding such funds for the benefit of Mrs. Pier. 111. Mrs. Pier is entitled to immediate transfer of all such funds held by Defendant that are attributable to Mrs. Pier’s book of business. 112. The Court should impose a constructive trust on all commissions and related compensation received by Defendant from policies written by Mrs. Pier and order that such funds be transferred to Mrs. Pier together with interest. COUNT XVI - ACCOUNTING AND DISGORGEREMENT 113. Mrs. Pier incorporates all previous paragraphs as if fully set forth herein. 114. Defendant has exclusive control over financial records showing commissions and compensation received from insurance carriers associated with Mrs. Pier’s policies. 115. Mrs. Pier does not have access to those records because Defendant has blocked Mrs. Pier’s access to the EZLynx system, email accounts, production reports, and other agency records. 116. Defendant possesses information concerning: commissions paid by insurance carriers, renewal commissions, bonuses or contingent compensation, and fees and other compensation associated with Mrs. Pier’s accounts. 117. The precise amounts owed to Mrs. Pier cannot be determined without a full accounting from Defendant. 118. Defendant has refused to provide such information voluntarily. 119. Equity requires that Defendant provide a complete accounting of all commissions, renewal commissions, bonuses, fees, and other compensation received from insurance carriers for policies written or serviced by Mrs. Pier. 120. Upon completion of the accounting, Defendant should be ordered to disgorge and pay to Mrs. Pier all funds determined to belong to Mrs. Pier. COUNT XVII - ADDITIONAL CAUSES OF ACTION 121. Mrs. Pier is still investigating her damages and causes of action and reserves the right to conform the pleadings to the facts at trial. Mrs. Pier claims all causes of action for which she may be entitled. DAMAGES 122. Mrs. Pier has suffered more than $8,800,000.00 in damages that include, but are not limited to the following: fees paid to Defendant for her emails and EzLynx account, commissions from her Bass client, monthly commissions, value of her book of business, reputational harm, harm to business operations, and other damages that will be discovered as discovery proceeds. PUNITIVE DAMAGES 123. Defendant’s conduct was intentional, malicious, and in reckless disregard of Mrs. Pier’s rights. WHEREFORE, Mrs. Pier requests judgment against Defendant for all relief as requested herein, return of all commissions, release of all client data, production reports, loss runs and client records, release and transfer of Mrs. Piers client accounts, injunctive relief preserving the monthly commission payments, preventing interference with carrier appointments, accounting of all commissions and transferring all data and client information to Mrs. Pier, an award of damages against the Defendant in the amount greater than $8,800,000.00, plus punitive damages, attorney fees and costs and for all such further relief to her as the facts may show she is entitled. Respectfully submitted, AARON D. COMPTON, OBA # 31968 4216 N. Portland Avenue, Ste. 200 Oklahoma City, Oklahoma 73112 Telephone (405) 578-4529 Email [email protected] (Not for service) ATTORNEY FOR PLAINTIFF ATTORNEY LIEN CLAIMED VERIFICATION In accordance with 12 O.S. § 426, I, Sarah Pier, state under penalty of perjury, under the laws of Oklahoma, that I have read the foregoing and state that the foregoing is true and correct to the best of my knowledge and belief. 03/12/2026 Oklahoma City, Ok. Sarah Pier Date City/State Sarah Pier EXHIBIT A Legacy Insurance Group LLC Agent Agreement This Agreement is made and entered into effective the 12 day of July, 2023, by and between Legacy Insurance Group LLC, an Oklahoma Limited Liability Company, having its principal offices at 615 N. Main Altus, Oklahoma 73521, (hereinafter referred to as "Legacy") and, Sarah Pier Name of Agent 8204 Wilshire Ridge Dr okc, ok 73132 [email protected] Address of Agent (include email address) [REDACTED] Tax ID or Social Security Number [REDACTED] Insurance License # (For each state you are licensed) (Hereinafter referred to as "you", "your", or "Agent") agree as follows: I. PURPOSE OF AGREEMENT The purpose of this Agreement is to state the terms and conditions under which Agent shall solicit applications for insurance and annuities for Legacy in states which the Agent is licensed and appointed by Legacy to solicit business. Agent shall be and independent insurance solicitor and agrees to follow all applicable federal, state, and local laws, rules, regulations and use all guidelines, policies, standards, procedures, and instructions of Legacy in his or her capacity as independent insurance solicitor. A. This contract supersedes any prior agreements between Legacy and Agent, both oral and written. B. The Agent shall devote his or her efforts regularly and systematically to the production of business in accordance with the terms of this contract. II. ASSOCIATION A. Agent is an independent contractor and not an employee of Legacy. Agent shall have exclusive control of time, exercise his or her own judgment as to the persons from whom he or she will solicit applications, and the methods, details, time and place of solicitation. Nothing contained in this contract shall be construed to create the relationship of employer and employee between Agent and Legacy. Agent specifically agrees and stipulates that he or she is an independent contractor for the purposes of this Agreement. B. Legacy reserves the right to change, modify, amend, reject, and/or cancel any of its programs, application forms, or policies offered to Agent in connection with this Agreement as it may deem necessary or appropriate. C. Legacy reserves the right to limit your authority to specific coverages or to restrict any part, or all, of your authority; but the exercise of that shall not cancel this Agreement nor relieve you of your obligations and duties to Legacy. D. Agent will not solicit applications for insurance or annuities for any other company without the written consent of Legacy. Agent shall not act as an agent or hold a full-time contract with any other insurance company. E. Maintenance of Records. 1) Agent shall keep complete records and accounts of all transactions pertaining to insurance written under this Agreement. Such records shall be kept current and shall be readily identifiable, and maintained in the office of Agent. During the terms of this Agreement and for such time thereafter as Legacy shall deem necessary for the protection of its property and/or interests, Legacy shall have the right during normal business hours and shall permit and authorize the other parties hereto, through any person(s) designated by Legacy at such times and as often as may be reasonably requested: i) to visit, inspect, examine, audit and verify, at any of its offices or elsewhere, any of the properties, accounts, books, records or work papers belonging to or in the possession of any other person pertaining to matters which Agent shall deem relevant to the subject matter of this contract or to the financial condition of Agent; ii) to make copies thereof and extracts there from; and iii) to discuss the affairs, finances, and accounts of Agent with directors, officers or employees or any person(s) in any way connected with Agent, its affairs, finances or accounts, including, but not limited to independent accountants, bankers, broker, or other insurance companies. 2) Each party shall maintain records for at least five years or until the date of destruction as may be designated by the insurance department of the state in which the records are domiciled, whichever is longer. III. NOTICE Any notices required or permitted to be given under this Agreement shall be validly given in writing and delivered personally, by email, or sent by registered or certified mail, return receipt requested, to the address provided within this Agreement, or to such other address as either party may hereafter designate in writing. IV. AUTHORITY OF AGENT A. As stated herein, Agent is an independent insurance solicitor. Additionally, Agents may not represent other Managing General Agents and/or Insurance Companies, without written consent of Legacy. B. Agents shall have the power to: 1) Receive and accept proposals for insurance coverage on such classes of risk, and in such amounts as Legacy may also authorize Agent to write, and 2) Collect premiums from insureds or applicants for insurance submitted by Agent to Legacy. C. You must upload all applications using each appointed Insurance Company’s online application system in order to submit a risk, and you must authorize down payment to be drafted from your agency bank account, unless otherwise specified by us. D. You may not disclose confidential information that includes, but is not limited to, information within this paragraph. You may not issue certificates of insurance, or filings with any state or municipal agency. You may not issue policies, endorsements, renewals, renewal notices, or cancellations notices, nor may you give Legacy’s rates, rules, and application forms to other agencies, agent Producers, companies, or solicitors without prior written approval from Legacy or the Insurance Company in question. E. Agent shall not have the power to make, alter, or discharge any contract, waive any forfeiture, extend the time for payment of any premium, or incur any obligation or liability from which Legacy will be responsible. F. All monies, including but not limited to refunds or overpayments, collected or accepted by Agent shall be promptly sent to Legacy. G. Agent shall conduct himself or herself as not to affect adversely the business, good will, or reputation of Legacy. V. EVIDENCE OF E&O INSURANCE A. Agent will furnish Legacy evidence of E&O Insurance through a carrier acceptable to Legacy with minimum liability limits of one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) aggregate, and Legacy is to be named as an additional insured on the policy. VI. ADMINISTRATIVE PROVISIONS A. At the renewal of any policy placed through Legacy, Agent shall be responsible for consulting with the insured, completing all applications, requesting and applying for insurance coverage, or renewals thereof, through Legacy, and to the Insured for notification of the placement, renewal, or non-renewal of coverage, and shall timely communicate any renewal quoted, or notice of non-renewal to the Insured so as to preclude the extension of coverage beyond the expiration date of the policy in question. Legacy shall not be liable for the accuracy or delivery of any renewal or cancellation notice. B. In the event Legacy shall have to implement any lawsuit or incur attorneys’ fees to enforce the obligations assumed by Agent in this Agreement, or defend any lawsuit brought against Legacy because of Agent’s act, errors, or omissions in connection with Agent’s performance under this Agreement. Legacy shall be entitled to recover from Agent all costs, expenses, judgments, and attorneys’ fees incurred by Legacy in connection with any lawsuit or other proceeding. The parties further agree that Jackson County, Oklahoma shall be the county of proper venue for any legal action or the resolution of any dispute in connection with this Contract. C. The obligations and undertaking of each of the parties to this Agreement shall be performable in Jackson County, Oklahoma. Agent agrees to pay Legacy at its home office at 615 N. Main, Altus, Oklahoma 73521, all sums of money which may become payable to Legacy under this Agreement. D. Legacy hereby agrees to protect and maintain the confidentiality of information provided to Legacy by Agent, and will not share the information with any other agent. Legacy will use the information only in connection with its attempt to place insurance coverage for the customer in question, and no other purpose. E. Legacy shall not be responsible for any expenses incurred by Agent, including but not limited to: Ez Lynx access, email accounts, phone lines, computers, office space, motor vehicle registration fees, fuel, E & O insurance, and promotional. F. Any policy forms or other Legacy supplies furnished to Agent shall always remain property of Legacy, and shall be returned to Legacy upon termination of this Agreement. G. Agent shall keep true and complete records and accounts of the transactions with policyholders placed under this Agreement. H. Agent shall timely and completely comply with all laws, rules and regulations, including all underwriting and other rules and guidelines promulgated by Legacy or the Insurance Company(ies) in question, in the conduct of business under this Agreement, and shall not expose Legacy or the Insurance Company(ies) to any claim, litigation, administrative proceeding, fine or penalty, in whole or in part, arising out of Agent’s failure to comply. I. Agent shall attend Legacy’s annual meeting unless excused in writing for good cause. J. Chargeback. If a policy cancels, Agent will be charged with the chargeback Legacy receives, and the same shall be deducted from commissions paid or due. VII COMMISSIONS A. For new business, Legacy will pay Agent commissions for insurance policies written under the terms of this Agreement. The commissions are based on the current rates payable by the insurance companies issuing the policy in effect at the time such business is written. Legacy will pay a base rate of 90% of the commissions received by Legacy from the Insurance Company issuing the policy to the Agent, and shall retain 10%. This commission structure applies to property and casualty insurance only. B. For policy renewals, we will pay you commissions at a base rate of 70% of the commissions paid by the insurance company issuing the policy. Agent may receive increased commissions based on the scale set forth below: <table> <tr> <th>Renewal Commissions paid to agent</th> <th>Percentage of commission earned from total renewal commission</th> </tr> <tr> <td>$0-$200,000</td> <td>70%</td> </tr> <tr> <td>$201,000-$225,000</td> <td>72.5%</td> </tr> <tr> <td>$226,000-$250,000</td> <td>75%</td> </tr> <tr> <td>$251,000-$300,000</td> <td>77.5%</td> </tr> <tr> <td>$301,000-$350,000</td> <td>80%</td> </tr> <tr> <td>$351,000-$400,000</td> <td>82.5%</td> </tr> <tr> <td>$401,000-$450,000</td> <td>85%</td> </tr> <tr> <td>$451,000-$500,000</td> <td>87.5%</td> </tr> </table> <table> <tr> <th>$501,000+</th> <th>90%</th> </tr> </table> This is based on a rolling twelve (12) month renewal commissions paid to the agent by the insurance companies at the current rates in effect at the time the policy is written. This commission structure applies to property and casualty insurance only. C. Legacy agrees to pay Agent commissions on all direct billed business set forth in each respective Insurance Company's statement within thirty (30) days of receipt by Legacy. Payment of this commission will be the Agent's sole and full compensation. D. Legacy may offset any commissions due Agent from Legacy against any other balances owed by Agent to Legacy. E. Agent agrees to refund any unearned commissions to Legacy at the same rate that the commissions were paid to Agent. F. Agent shall not participate or be entitled to any portion of bonus or contingency paid by the Insurance Company to Legacy. VIII. OWNERSHIP OF EXPIRATIONS A. The use and control of the expiration rights policies placed under this Agreement shall remain in the undisputed ownership of Agent, and Legacy shall not use its records of those expirations for the renewal of such insurance policy(ies), nor shall Legacy communicate this expiration information to any other agent. B. However, in the event of termination of this Agreement, if Agent has not then properly accounted for and paid all premiums and other charges associated with business placed under this Agreement to Legacy and/or the Insurance Company(ies) in question, the use and control of such expiration rights, including all right, title and interest in and to the records thereof shall reside with Legacy as of the termination date. IX. SUSPENSION OF AUTHORITY The right to solicit and place new business, renewals, or any modification of existing business may, at the sole discretion of Legacy, be suspended in the event of default by Agent. The term "default" shall mean any breach or failure to comply with the terms and conditions of this Agreement, or any Insurance Company's requirements or criterion including, but not limited to the following: 1. Failure to remit any monies due as called for in this Agreement. 2. Failure to maintain Agent's license(s) or certificate(s) as required by any public authority. 3. Failure to comply with any and all applicable provisions of the Insurance Code of any state for which insurance is issued. 4. Failure to comply with Legacy’s or any Insurance Company’s guidelines or procedures. 5. Failure to maintain an E & O Insurance policy. 6. Bankruptcy or involuntary insolvency. 7. Death. In the event that Legacy determines that Agent is in default, Legacy may, at its sold discretion, suspend any or all of Agent’s authority to act on behalf of Legacy effective immediately. Said suspension shall be effective upon written notification to Agent. Within ten (10) days of such notification, Legacy shall notify Agent in writing of the nature of the default in reasonable detail. X. CHANGE IN OPERATIONS / TERMINATION A. Agent shall give Legacy not less than thirty (30) days prior written notice of any of the following changes to the operation of the Agent’s business. 1. If Agent enters into a partnership, corporation, or limited liability association to act as an insurance agency with one or more persons. 2. If Agent incorporates Agent’s insurance agency. 3. If Agent plans to transfer, sell, merge, or consolidate any part of Agent’s insurance agency or insurance business with any other entity. B. Failure of Agent to give the required notice shall terminate this Agreement on the effective date of any of the above events, and Agent shall forfeit all commissions, earned and unearned, on policies effective after the effective date of any such event. C. The consent by Legacy, which must be in writing, to any such occurrence shall be contingent upon a review of the background and experience of any new owner(s), the acceptance of the terms of this Agreement by the new owner(s), the receipt of indemnity agreements from any new owner(s), and any other requirements which we may reasonably request. D. This Agreement shall continue in force until terminated by mutual agreement, or by either party giving not less than thirty (30) days written notice of termination to the other party. However, in the event of fraud or breach of any of its conditions or provisions on the party of Agent, this Agreement may be termination by Legacy, effective immediately. E. This Contract shall terminate automatically, without notice, in the event of cancellation, revocation, suspension, or forfeiture of any license required by law for Agent to perform in any respect under this Agreement. The maintenance of such license in good standing will be the responsibility of Agent as an express continuation hereof. In the event of any cancellation, revocation, suspension, or forfeiture of such license, Agent shall immediately notify Legacy of the complete details associated with such event, and Agent shall forfeit all commissions, earned or unearned, on policies effective as of such cancellation, revocations, suspensions, or forfeitures of such license. F. The obligation of Agent to indemnify defend and hold Legacy harmless from and against any and all claims, suits, actions, liability, loss or expense caused by or resulting from any claim arising from failure of Agent to comply with the terms of the Agreement shall survive termination of the Agreement. G. In the event of termination of this Agreement, Agent consents to Legacy timely notifying each insured under any policy issued through Legacy of the non-renewal of that Policy, so as to prevent the extension of the policy beyond its expiration date. XI. MARKETING / ADVERTISING Legacy may, at its discretion, offer marketing, advertising, and promotional materials to Agent. Agent shall be free to use these materials as made available by Legacy in the solicitation of applications consistent with this Agreement. In order to maintain consistency in its brand usage and advertising philosophy, and to protect the integrity of the trademarks or licenses of Legacy, Agent shall not otherwise use the name or brand of Legacy in anyway without prior written consent of Legacy. Agent will not create, use, publish, distribute or circulate letters, brochures, pamphlets, internet advertising or advertising of any character or nature on behalf of or which identify and/or discuss Legacy without prior written consent. Agent shall not create websites that mention or link Legacy without prior written consent and approval of Legacy. XII INDEMNITY AGREEMENT As part of the consideration to Legacy to enter into this Agreement, Agent agrees fully to indemnify and hold harmless Legacy, its owners, officers, employees, successors, and assignees, from any and all legal judgments, loss, damage, cost, and expenses, including attorneys' fees, which Legacy may at any time sustain because of the failure of Agent to comply fully with the terms, conditions, provisions, and obligations of this Agreement, including, but not limited to, the payment to Legacy for all sums of money which may become due Legacy from Agent hereunder. The undersigned each waive notice of change, alteration, or modification of this Agreement and agree that the obligations of this Indemnity Agreement shall continue to apply after termination of this Agreement. This Indemnity Agreement is unconditional and independent and not merely one of suretyship. The taking by Legacy of security from Agent shall not relieve indemnities hereunder. Agent agrees to pay cost, expenses, and reasonable attorney's fees incurred in enforcing the obligations of this Indemnity Agreement. Without limiting the previous paragraph, this Agreement to indemnify and hold Legacy harmless shall include the reasonable attorneys’ fees and related expenses incurred to prosecute or defend any lawsuit, administrative proceeding, or arbitration, and shall extend to any claims or assertions of bad faith, breach of covenant or fair dealing, unfair claims on insurance practices, deceptive trade practices, extra contractual or exemplary and/or punitive damages arising wholly, or in part, from the action or inaction of Agent. The obligation of this Indemnity Agreement shall be performable in Jackson County, Oklahoma. XIII. BUYOUT / EXIT 1. When Agent reaches the amount of $30,000 in gross annual renewal commissions with Legacy, Agent will have buyout options from Legacy equal to 30% of all annual renewals for policies still in place with Legacy 6 years from the date of exercising the buyout option. The amount of the payment for each year will be calculated based on the renewals in effect for that year. Agent will also, at that time, agree to a key employee life insurance policy that Legacy has the option to purchase on the Agent. 2. Agent may also sell his or her book to another agent that is approved, in writing, by Legacy. 3. If Agent leaves, Legacy will pay that balance of earned money within the next twelve (12) months. 4. Legacy will own the email address that Agent will be assigned. XV. NON-SOLICITATION A. In consideration of the benefits and compensation provided under this Agreement, the adequacy and sufficiency of which Agent hereby acknowledges, Agent agrees and covenants, as follows: 1. That during the duration of this agreement and for a period of ONE (1) YEAR following the termination of this agreement, whether such termination is voluntary or involuntary, Agent will NOT directly or indirectly, solicit or offer any employee, contractor, agent, executive, director or officer of the Legacy employment or directly or indirectly promote, suggest, or in any way facilitate the termination of any other person or company’s contract with Legacy. 2. Agent agrees that any breach of this non solicitation provision shall be considered a material breach of this Agreement. A breach would constitute irreparable harm to Legacy and that, in the event of any breach of this section, Legacy may obtain an injunction prohibiting future breaches. Agent agrees that injunctive relief, additional monetary damages, and reasonable attorneys’ fees and costs are also available to Legacy under this Agreement for enforcing this provision. XVI. NON-COMPETITION 1. Non-Competition during Agreement. During the term of this Agreement, Agent shall neither engage in, nor be financially interested, directly or indirectly, in any other business or occupations related to the sale of insurance, or engage in any activity competitive with or adverse to the Legacy’s legitimate business interest, without the prior written consent of Legacy. 2. Non-Competition following Termination. Agent acknowledges that Legacy has developed and will continue to develop strong relationships with insurance companies, which directly benefit clients. Agent acknowledges that Legacy has developed and will continue to develop good will and a good reputation with the community. Agent acknowledges and agrees that Agent will benefit from the Legacy’s relationship and that the Agent will incur financial obligations in establishing and maintaining Legacy’s insurance business. Accordingly, and in consideration of the mutual promises and covenants contained herein, Agent agrees that, for a period of ONE YEAR following the termination of Agent or expiration of this Agreement, Agent shall not, directly or indirectly, engage in the solicitation of insurance in ____ and ______ Counties, Texas or ________and ________Counties, Oklahoma, without the express written consent of the Legacy. Agent acknowledges and agrees that Agent’s abilities and job skills are readily marketable and usable in all other geographic areas of Texas and Oklahoma, and every other state in the United States, and this covenant does not impose any undue hardship upon Agent, and this covenant does not unreasonably restrict Agent with respect to obtaining future gainful employment. Both Legacy and Agent specifically acknowledge and agree that the restraint contained in this covenant related to time, geographical area, and scope of activity do not impose a greater restraint that is necessary to protect the Legacy’s legitimate business interest. 3. Buy-Out Covenant. Agent may buy out the covenant not to compete by paying the Legacy the amount of FIFTY THOUSAND DOLLARS ($50,000.00), in full, at the termination or expiration of this Agreement. 4. Enforcement. Agent agrees that this covenant not to compete may be enforced by restraining order, injunction, monetary damages and/or decrees of specific performance and without a bond bring required or posted, entered by a court of competent jurisdiction. This covenant not to compete shall be enforceable to the fullest extent permitted by law, and, if for any reason any portion of this covenant is held invalid, such invalidity shall not affect the enforceability of the covenant as limited or modified by a court of competent jurisdiction. 5. Non-Solicitation of Agents. Agent understands and agrees that any attempt on Agent’s part to induce others to leave Legacy’s business, or any effort by Agent to interfere with the Legacy’s relationship with other employees would be harmful and damaging to Legacy’s business. Agent agrees that during the term of this Agreement and for ONE YEAR thereafter, Agent will not solicit, entice, take away or employ any person employed with Legacy, without the express written consent of Legacy. This provision shall survive the termination of this Agreement and/or Agent’s buy-out of the covenant not to compete. 6. Confidential and Proprietary Information. Agent acknowledges that the Legacy has, and will have, confidential information including, but not limited to, the following: prices, costs, discounts, future plans, business affairs, trade secrets, technical matter, client lists, and other information which are valuable, special, and unique assets of the Legacy. Legacy and Agent specifically and expressly stipulate that as between them, such matters are important, material, and confidential and seriously affect the successful conduct of the Legacy’s business and good will. Agent agrees that Agent will not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate any information to any third party or use such information without the prior written consent of Legacy, or unless required by applicable federal or state law. Agent will protect the information and treat it as strictly confidential. A violation of this paragraph shall be a material breach of this Agreement and will justify legal and/or equitable relief. The confidentiality of this Agreement shall remain in full force and effect after termination of the Agreement and/or Agent’s buy-out of the covenant not to compete. 7. Breach. Legacy and Agent further acknowledge that Legacy will incur damages and costs resulting from a breach of this Agreement that are difficult to ascertain and therefore agree that the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) is a reasonable amount for the Agent to pay to Legacy as liquidated damages in the event of a breach by the Agent of this Agreement. Legacy and Agent both agree that the amount established in this clause as liquidated damages is reasonable under the circumstances existing at the time of the execution of this Agreement. Agent agrees to pay interest on said liquidated damages of ten percent (10%) per annum from the date of the breach. 8. Alternative to Liquid Damages. Without waiving any provision of the above paragraph, but as an alternative to the liquidated damage provision thereof, Agent agrees that Legacy may elect between the remedy provided by said liquidated damage provision and elect to establish actual damages resulting from a breach of this Agreement and may also seek injunctive relief under either provision. Agent agrees to pay ten percent (10%) interest per annum on any damages determined from the date of this breach. 9. Term. The term of this Non-Competition Agreement shall begin on the execution of this Agreement, and end one year from the date of Agent’s departure from Legacy. 1. The rights, privileges, interest, powers or claims of Agent arising out of this Agreement are not assignable (by sale or otherwise), without the prior written consent of Legacy. No such purported assignee shall acquire any rights hereunder, without the prior written consent of Legacy. The rights of any assignee under any assignment to which consent has been or may be given shall be subject to all of the provisions of this Agreement. 2. This writing represents the entire Agreement and understanding of the parties with respect to the subject matter hereto. This Agreement may not be altered or amended except by a subsequent written instrument duly executed by all parties. 3. This Agreement and its validity, performance, and the effect shall be determined and its terms construed in accordance with the laws governing the State of Oklahoma. 4. This Agreement shall apply to all current insurance contracts already in place and in force at the execution date of this Agreement and for all future insurance contracts which may be issued by Legacy on behalf of Agent. 5. The failure of Legacy to exercise any right or privilege under this contract shall not be deemed to be a waiver of any right under this agreement. DocuSigned by: Sarah Pier ("Agent") By: 7/12/2023 Print Name: Sarah Pier Agreed and Accepted by Legacy effective as of the date below: Mitchell Heath Barnett By: 508847C70C4F45D Title: prin Date: 7/11/2023 EXHIBIT B February 26, 2026 Legacy Insurance Group LLC 615 N. Main Altus, Oklahoma 73521 RE: Sarah Pier's Separation and Transition Dear Legacy, This firm represents Sarah Pier regarding your termination of her Agent Agreement with Legacy Insurance Group LLC. We write to confirm the acceptance of your termination and to establish clear expectations for a professional and orderly separation that protects policyholders, carriers, and the parties' respective contractual rights. Mrs. Pier intends to move forward independently by securing her own carrier appointments and transitioning her business operations in a manner that minimizes disruption. Our client remains committed to handling this transition professionally. The same cooperation is expected from Legacy. To avoid unnecessary dispute or interference with ongoing client service, please provide written confirmation of the following transition items: 1. Carrier Appointment Transition. Legacy will not interfere with or mischaracterize Mrs. Pier's authority, status, or business relationships with any carrier, and will not interfere with her efforts to obtain direct carrier appointments. 2. Administrative Transition Access. Legacy will provide any administrator authorization code or equivalent credentials reasonably necessary to permit Mrs. Pier to access and migrate her historical email data and business records so that client communications and work history are preserved during transition. Further, Legacy will continue to provide Mrs. Pier with uninterrupted access to carrier portals, EZLynx, and all other necessary policy servicing information during the transition period 3. Limited Email Forwarding. Although Legacy owns the assigned email address, Mrs. Pier requests that the account remain active for a period of one (1) year solely for passive forwarding of incoming communications to a designated address. The account need not allow outbound use, branding, or new business activity. This limited accommodation is intended only to prevent disruption to policyholders during the transition. 4. Records and System Cooperation. Legacy will cooperate in providing production reports, loss runs, carrier communications, and any documentation reasonably required for appointment processing or continuity of servicing. 5. Earned Compensation. All earned commissions and compensation will be calculated and paid regularly in accordance with the Agreement and carrier schedules without delay or offset not expressly authorized by the parties. This correspondence is not intended to create conflict or dispute. However, Legacy is on notice that any conduct that delays, restricts, or interferes with Mrs. Pier's receipt of commissions, ability to transition her business, obtain carrier appointments, or preserve client communications will be documented and addressed through appropriate legal and equitable remedies. Our client's preference is a professional and cooperative resolution and transition. A straightforward agreement on the above terms will allow all parties to conclude this relationship without unnecessary escalation. Please provide written confirmation of these terms within seven (7) calendar days of receipt of this letter. All future communications regarding this matter should be directed to this office. Respectfully, Aaron D. Compton, Esq EXHIBIT C March 12, 2026 VIA ELECTRONIC MAIL Aaron D. Compton, Esq. 4216 North Portland Ave., Suite 200 Oklahoma City, OK 73112 [email protected] Re: Response to February 26, 2026 Letter Regarding Sarah Pier Dear Mr. Compton: We represent Legacy Insurance Group LLC and are in receipt of your letter regarding Sarah Pier. As an initial matter, Legacy did not “terminate” Ms. Pier’s Agent Agreement in any previous communications. Rather, on February 19, 2026, Mr. Barnett texted Ms. Pier that Legacy had an agent that wanted to buy Ms. Pier’s book and asked her whether she liked this idea. Ms. Pier did not respond. We understand from your letter that Ms. Pier desires to terminate her Agent Agreement. Per Section X(D), Ms. Pier is required to provide Legacy with 30 days’ written notice of her desire to terminate the Agent Agreement. Legacy will waive this requirement, thus, Ms. Pier’s Agent Agreement is terminated effective immediately. Per Section VI(B), if Legacy implements any lawsuit or incurs attorneys’ fees to defend any lawsuit brought against Legacy because of Ms. Pier’s acts, errors, or omissions in connection with Ms. Pier’s performance under the Agent Agreement, Legacy shall be entitled to recover from Ms. Pier all costs, expenses, judgments, and attorneys’ fees incurred by Legacy in connection therewith. Section X(F) states that Ms. Pier’s obligation to indemnify, defend, and hold Legacy harmless from and against any and all claims, suits, actions, liability, loss, or expense caused by or resulting from any claim arising from failure of Ms. Pier to comply with the terms of the Agent Agreement shall survive termination of the Agent Agreement. Per Section VII(D), Legacy may offset any commissions due to Ms. Pier from Legacy against any other balances owed by Agent to Legacy. Thus, to the extent Legacy owes Ms. Pier any commissions or other compensation under the Agent Agreement, these commissions will be offset by any obligations Ms. Pier owes Legacy. To the extent Ms. Pier’s owed commissions exceed any such amount, Legacy will pay these amounts within the next twelve (12) months per Section XIII of the Agent Agreement. Legacy reminds Ms. Pier of her non-solicitation obligations contained in Section XV of the Agent Agreement, which prohibits Ms. Pier from directly or indirectly soliciting or offering any employee, contractor, agent, executive, director or officer of Legacy employment, or directly or indirectly promoting, suggesting, or in any way facilitating the termination of any other person or company’s contract with Legacy for one year following the termination of the Agent Agreement. Legacy also reminds Ms. Pier of her non-competition obligations. Section XVI (2) of the Agent Agreement contains a non-competition covenant. Legacy is waiving all restrictions in Section XVI (2) except that Ms. Pier may not solicit, attempt to solicit or otherwise interfere with Legacy’s existing customers for one year following the termination of the Agent Agreement, which, as discussed above, is also prohibited under Section XV. . Legacy agrees not to interfere with or mischaracterize Ms. Pier’s authority, status, or business relationships with any carrier, or her efforts to obtain direct carrier appointments to the extent that these efforts do not violate Ms. Pier’s non-competition and non-solicitation obligations as described herein. Legacy also reminds Ms. Pier of her confidentiality obligations contained in Section XVI(6), which remain in full force and effect after the termination of the Agent Agreement. All Legacy emails, email data, and business records are Legacy’s property, and Ms. Pier is not entitled to copies of, or access to this data at the termination of the Agent Agreement. Further, in accordance with Section VI(F), all policy forms or other Legacy supplies furnished to Ms. Pier remain Legacy’s property and must be returned to Legacy upon termination of the Agent Agreement. Legacy will assume responsibility for all of Ms. Pier’s active policies, and in accordance with Section X(G), Legacy will timely notify each insured under any policy issued through Legacy of the non-renewal of that policy. If any of Ms. Pier’s clients have questions about their policies or Ms. Pier’s departure, Ms. Pier should direct them to contact Legacy directly. To be clear: Legacy will not provide Ms. Pier with any administrator authorization codes or credentials that would allow Ms. Pier to access and/migrate her historical or email data and business records. Legacy will not provide Ms. Pier with access to carrier portals, EZLynx, or any other policy servicing information. And Legacy will not forward Ms. Pier any communications from her Legacy email account. Further, Legacy will not provide Ms. Pier with any production reports, loss runs, carrier communications, or any other Legacy documentation (which would also run afoul of the non-solicitation and non-competition clauses discussed above). Please provide written confirmation that Ms. Pier will abide by her contractual obligations by March 19, 2026. Please contact me if you have any questions or would like to discuss in more detail. Sincerely, Leanne Thoreson Pier Legacy Signed Petition with Exhibits Final Audit Report 2026-03-12 Created: 2026-03-12 By: AARON COMPTON ([email protected]) Status: Signed Transaction ID: CBJCHBCAABAAfjShsWtJXLepwJSgnOIvB23GdsQmEHh "Pi er Legacy Signed Petition with Exhibits" History Document created by AARON COMPTON ([email protected]) 2026-03-12 - 11:15:41 PM GMT Document emailed to Sarah Pier ([email protected]) for signature 2026-03-12 - 11:15:46 PM GMT Email viewed by Sarah Pier ([email protected]) 2026-03-12 - 11:17:23 PM GMT Document e-signed by Sarah Pier ([email protected]) Signature Date: 2026-03-12 - 11:28:24 PM GMT - Time Source: server Agreement completed. 2026-03-12 - 11:28:24 PM GMT