Affiliate Program Agreement

1. Obligations of the Parties.

1.1 Set-up and Maintenance of Links. Licensee agrees to perform those services necessary to set-up and maintain the appropriate links to the Insurance4USA site at the Licensee site.

1.2 Payments and Fees. During the term of this Agreement, Insurance4USA shall pay Licensee transaction fees in accordance with the terms and schedule set forth in Exhibit A, Transaction Fees. All payments and fees paid to either party hereunder shall be made by check or wire transfer in US dollars to other party's bank account.

1.3 Confidentiality. Each party to this Agreement acknowledges that certain information that it receives from the other party (the "Disclosing Party") will constitute the confidential and proprietary information of the Disclosing Party ("Confidential Information"), and agrees that it will take all reasonable steps to preserve the strict confidentiality of any such information; provided that such information in tangible form is clearly marked as confidential and oral disclosures are promptly confirmed as confidential in writing. The receiving party will safeguard the confidential information with the same degree of care that it uses to protect its own confidential information. Each party agrees to restrict its internal distribution of the other party's Confidential Information to its employees and agents who have a need to know, and to take such steps to ensure that its dissemination is so limited. For purposes of this Agreement, Confidential Information shall not include any information to the extent that such information (a) is presently, or subsequently becomes, generally available to the public without a wrongful act of the receiving party; (b) is information which the Disclosing Party agrees in writing may be disclosed without restriction; (c) is already known to the receiving party; (d) is developed independently by the receiving party without reference to any Confidential Information of the Disclosing Party; (e) is furnished by the Disclosing Party to a third party without restriction on disclosure; or (f) is disclosed pursuant to a court order.

1.4  Restrictions in Marketing Practices. You may not engage in any inappropriate, misleading, deceptive or unlawful conduct ("Prohibited Conduct") in connection with the Program or this Agreement. "Prohibited Conduct" shall be determined by Insurance4USA in its reasonable discretion and includes, but is not limited to, the following:

(a) Inappropriate Content. You may not transmit or place any promotion of Insurance4USA on a website that contains, or links to a website or other destination that contains, content that is sexual, offensive, deceptive or illegal in nature or that in any way promotes or encourages hatred, violence, discrimination or illegal activities.

(b) Misleading Consumers.You may not use fraudulent, deceptive, or misleading means to generate visitors to website including any promotion of or link to Insurance4USA, or enlist or encourage any third party to do so on your behalf. You agree to handle consumer information information consistent with your posted privacy policies.

(c) Intellectual Property Rights. Marketing of the Insurance4USA name cannot produce traffic to Insurance4USA in any way that uses the intellectual property of a third party, including, but not limited to, trademarks, service marks, trade names, or copyright protected materials, and which intellectual property is neither owned nor licensed by Insurance4USA, nor owned by you, the Licensee. (The use of any insurance company name in marketing is forbidden without prior written approval by Insurance4USA).

(d) No Email Promotion of Insurance4USA. You may not market or promote Insurance4USA websites or services through the initiation or transmission of bulk email, including paying others to transmit it on your behalf. This means that you may not, for example, rent or purchase “email lists” to promote Insurance4USA websites or services Affiliates or e-mail “newsletters” promoting our website. Affiliates who are found to have violated this No E-Mail policy will be terminated from the program and will forfeit any accrued commissions. You may promote Insurance4USA products in personal (i.e., non-bulk) e-mail messages.

1.5 Indemnification. Licensee agrees to indemnify and hold harmless Insurance4USA against and with respect to Licensee's unauthorized use of a third party's intellectual property, including, but not limited to trademarks, service marks, trade names, or copyright protected materials, that results in Insurance4USA being named as a party to litigation or other proceedings, and any demands, claims, actions, suits, proceedings, assessments, judgments, costs, fees, legal and other expenses incident to the foregoing.

2 Term and Termination.

2.1 Term. The term of this Agreement shall be for a period of one year from the Effective Date. Either party may terminate the Agreement at any time upon the giving of 5 days written notice.

2.2 Termination for Cause. Either party may terminate this Agreement at any time upon the giving of written notice: (i) in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period continuing more than thirty (30) days after the aggrieved party shall have given the other party written notice specifying such failure or; (ii) in the event that the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium.  Notwithstanding the foregoing, Insurance4USA may terminate this Agreement at any time and without the need to provide for any notice or cure period if the nature of Licensee's breach is such that it would not reasonably be capable of cure within the time period referenced in the immediately preceding sentence.

2.3 Effect of Termination. Upon termination of this Agreement for any reason, all rights and licenses granted hereunder under this Agreement shall terminate and Licensee shall immediately cease use of the Insurance4USA Service and Licensed Marks. Notwithstanding the termination of this Agreement by any party for any reason, Licensee's agreements in Sections 1.3, 1.4 and 1.5 shall survive indefinitely after any such termination.

2.4 Termination by Insurance4USA. Insurance4USA reserves the right, in its sole discretion, to promptly terminate this agreement and the Insurance4USA Service effective immediately upon written notice to Licensee in the event Licensee uses the Insurance4USA Service in any libelous, defamatory, or inappropriate manner, and Licensee hereby waives and releases Insurance4USA for all claims, liabilities and damages arising from the termination.

EXHIBIT A - TRANSACTION FEES

1)  Insurance4USA shall pay transaction fees (the “fees”) to Licensee in accordance with the following terms.

2)  Transaction – A “transaction” shall be deemed to have occurred when a genuine and unique consumer is directed through Licensee’s website (as indicated by Insurance4USA’s tracking records) to Insurance4USA’s quote application form and fully submits a complete request for a quote through the Insurance4USA website and Insurance4USA can market the request (a “Lead”).

3)  Fees – All Insurance Products. Licensee will receive a fee based on the type of Lead generated (see Table 1 below). Higher payouts are available for larger producing accounts. Any fees above the default fees listed below will be negotiated on a case-by-case basis. For each verified transaction, Insurance4USA will pay Licensee the following fees:

4)  Online Tracking – Insurance4USA utilizes technology that will track the Leads generated through the Licensee website and will distinguish such Leads from Leads sourced from other Insurance4USA programs. License will have online statistics available through a third party reporting service or the Insurance4USA reporting service.

5)  Payment Terms – Provided Licensee is not in breach of the Agreement, if Licensee’s account accrues at least $50 in fees by the end of a calendar month, then Insurance4USA will pay Licensee the accrued fees on a monthly basis, within 15 days after the end of each calendar month of this Agreement. If Licensee’s account has a balance due of less than $50 at the end of a calendar month, then the balance will be rolled over to the following calendar month. Insurance4USA will pay all outstanding balances due (whether or not less than $50) within 15 days of the end of each calendar quarter.

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