This USA Benefits Group Non-Captive, License, Confidentiality and Non-Solicitation Agreement grants a nonexclusive and revocable license from Benefits IP Holdings, Ltd., for use of specified USA Benefits Group trademarks, trade names, collective marks and service marks and for the protection of USA Benefit Group’s proprietary and confidential information and will become effective upon acceptance by you (“Licensee”) pursuant to the terms and conditions set forth below.

Whereas, USA Benefits Group developed an online health insurance marketing system to be use by independent insurance professionals to market and promote sales of insurance products; and USA Benefits Group has developed proprietary and confidential tools, processes and methods to effectuate the success of their business;

WHEREAS, USA Benefits Group has developed and owns all rights to market and license certain trade names, trademarks, collective marks and service marks (hereinafter referred to as “marks”) that are known to the public.

WHEREAS, Licensee desires to acquire the License to use the USA Benefits Group intellectual property, as defined herein. USA Benefits Group is willing to grant the License to Licensee;

WHEREAS, USA Benefits Group seeks to protect the integrity and confidentiality of its proprietary information disclosed under this Agreement and any other agreement that it and Licensee have entered into.

NOW, THEREFORE, in consideration of the covenants and conditions provided in this Agreement, and other good and valuable consideration, USA Benefits Group and Licensee hereby agree as follows:

by electronically signing below, you acknowledge that you have read and understand the terms and conditions of this license and nondisclosure agreement and that you agree to abide by the terms and conditions of this agreement. You also acknowledge that the terms and conditions of this agreement are subject to change without notice to you and that you agree to be bound by any changes effective upon the posting of the new terms and conditions. If you do not wish to accept the terms of this Agreement, click Decline and YOU will not be permitted to use USA Benefits group Trademarks, tradenames, collective marks service marks or proprietary and confidential information.

GRANT OF LICENSE. Upon the terms and conditions contained herein, USA Benefits Group hereby grants to Licensee, and Licensee hereby accepts a nonexclusive, non-assignable and non-transferable license and privilege to use the “USA BENEFITS GROUP” name and the following USA Benefits Group Marks and slogans (hereinafter referred to as “Marks”) in conjunction with their participation as an authorized user of the USA Benefits Group health insurance marketing system, solely and only upon and in connection with each Licensee’s marketing, promotion and sale of Licensee’s insurance products. This Agreement is independent of any other agreement between the parties and applies only to Marks designated below, unless otherwise specified herein. Nothing in this Agreement shall be construed to prevent USA Benefits Group from granting any other licenses for the use of Marks in any manner whatsoever. Marks shall include any portions, simulations or variations of Marks. Licensee acknowledges that USA Benefits Group may not have the exclusive right to some variations or portions of the Marks, and for such variations or portions, Licensee is only acquiring the right to use such variations or portions in the same manner as USA Benefits Group may be permitted to use said variations or portions. Licensee shall not change or modify USA Benefits Group’s Marks in any way. USA Benefits Group hereby grants to Licensee, and Licensee hereby accepts a nonexclusive, non-assignable and non-transferable license and privilege to use the name “USA Benefits Group” and the following USA Benefits Group Marks, or any other Marks USA Benefits Group provides to you in the future:

“21st Century Health Insurance Solutions”

USE.The Marks may be used only to identify Licensee as a user of the USA Benefits Group marketing system. Licensee shall only use the Marks on Licensee’s website or as otherwise agreed to in writing between the parties. The Marks shall not be altered in any way, including but not limited to, skewing, changing the color, rotating, separating logo elements or changing a typeface. Licensee may reproduce the Marks only from electronic files provided by USA Benefits Group. Licensee may only display the Marks on a Web page that makes accurate references to USA Benefits Group. Licensee may not display the Marks on any Web site that disparages USA Benefits Group, infringes USA Benefits Group's intellectual property, or violates any state, federal, or international laws. Licensee shall employ best efforts to use the Marks in a manner that does not derogate from USA Benefits Group's rights in the Marks and will take no action that will interfere with or diminish USA Benefits Group's rights in the Marks. All uses of the Marks by Licensee will inure to the benefit of USA Benefits Group. Licensee will not use the Marks in any way as an endorsement or sponsorship by USA Benefits Group of a Licensee product, or Licensee's Web site, services, information or other content, except as provided for otherwise in this Agreement.

NO DISPARAGEMENT. Licensee agrees that, during the term of this Agreement and for three years thereafter, Licensee shall not, in any communications on the internet, with the press or through any other media, or with any customer, client or supplier of USA Benefits Group criticize, ridicule or make any statement which disparages or is derogatory of USA Benefits Group or its affiliates or any of their respective directors or senior officers. Licensee agrees to reimburse to USA Benefits Group any and all expenses incurred by USA Benefits Group in removing or attempting to remove from publication any disparaging published statement.

RESTRICTIONS. This Agreement shall not confer Licensee any right, title or interest in the Marks, other than the license rights granted herein. Licensee shall not assign, transfer or sublicense their license or any other right granted herein, without the prior written consent of USA Benefits Group. Licensee agrees not to use the Marks in any way that would disparage or injure USA Benefits Group's reputation for high quality.

TERM AND TERMINATION.The Effective date shall be the date of acceptance of this Agreement by Licensee. The initial term of this Agreement shall be for a period of one (1) year from the Effective Date and will automatically renew for successive one year terms unless either party gives the other party written notice that it will not renew the agreement at least thirty (30) days in advance of the renewal date. USA Benefits Group shall have the right to terminate this Agreement for cause immediately with written notice if it determines, in its sole discretion, that Licensee is not using the Marks in compliance with this Agreement. USA Benefits Group may terminate this Agreement for any reason upon thirty (30) days prior written notice. Licensee shall immediately cease and desist from any use of the Marks upon termination. Licensee shall return or certify the destruction of all Marks upon termination of this Agreement.

STANDARD OF SERVICE. Licensee agrees that Licensee will market, promote and sell insurance products according to government and industry acceptable standards for the geographic region where the Licensee operates its business. USA Benefits Group shall have an unconditional right of disapproval concerning Licensee’s marketing, promotion and sales methods and may revoke the Licensee’s license to use its Marks upon its disapproval. Both parties acknowledge that the Marks have become established among the consuming public as representing goods and services of high quality, and further agree that it is in the mutual interest of the parties hereto to protect and foster the value and consumer acceptance of the Marks. Licensee shall make good faith efforts to handle consumer complaints to satisfactory conclusions to help protect the good reputation of the associated with the Marks. The conditions, terms, restrictions, covenants and limitations of this Agreement are necessary, equitable, reasonable and essential to assure the consuming public that all goods or services sold under the Marks are done so lawfully, and are of the same consistently high quality as sold by others who are or may hereafter be licensed to sell goods or services under the Marks. USA Benefits Group may review Licensee's use of the Marks periodically to evaluate Licensee's compliance with the quality standards described in this Agreement. Licensee shall notify USA Benefits Group of the locations of Licensee's use of the Marks and furnish USA Benefits Group with suitable specimens of Licensee's use of the Marks immediately upon request from USA Benefits Group. Licensee shall remedy any deficiencies in its use of the Marks as determined in the sole discretion of USA Benefits Group.

CONFIDENTIAL INFORMATION, NON-SOLICITATION. In consideration for the granting of all licenses and rights pursuant to this Agreement, and in consideration for USA Benefits Group providing leads to negotiated provider contracts of insurance for sale by Licensee, acquainting Licensee with its processes, methods, trade secrets, customer lists, pricing, strategies, records, supplies, training, books, and materials and sources deemed confidential in nature, Licensee agrees that during and after the term of this Agreement, that Licensee at no time shall disclose or utilize in any manner, any confidential information of any kind whatsoever, including the terms of this Agreement, save and except in furtherance of USA Benefits Group’s interests and under its direction. Licensee additionally agrees for good and valuable consideration that when this Agreement terminates, that Licensee shall not retain any of the above-described confidential information belonging to USA Benefits Group or which USA Benefits Group claims an interest, all of which shall remain the exclusive and confidential property of USA Benefits Group. Licensee agrees that Licensee shall not separately, jointly or in association with others, solicit or otherwise procure any business from providers with whom Licensee wrote business during the term of this Agreement for a period of one (1) year from the termination of this Agreement. The geographic scope of this restrictive covenant shall be the territory of all fifty United States of America. The term “provider” shall mean any company with which Don Duryea negotiated and/or contracted with for the purpose of obtaining health, life and supplemental insurance products and which products which were the result of said negotiations during the term of this Agreement. In the event that Licensee violates this Agreement, USA Benefits Group and Licensee hereby agree that USA Benefits Group will sustain irreparable harm, that USA Benefits Group will not have an adequate remedy at law, and that USA Benefits Group shall be entitled to a temporary restraining order and preliminary and permanent injunctive relief to prevent any continuation of any violation of this Agreement. This Agreement is designed to protect USA Benefits Group and is intended to guard against unfair competition or the loss of business, good will, or revenue of USA Benefits Group in the event of a breach. Licensee understands and agrees that the covenants, clauses and terms contained herein are reasonable, including the term and geographic scope, and necessary to the continuation of USA Benefits Group and shall be enforceable regardless of any claim asserted against USA Benefits Group in any action or proceeding by Licensee. If this provision conflicts with any existing or retroactive law, it shall be tailored to provide USA Benefits Group the maximum intended protection to the extent applicable by law. This provision does not prohibit USA Benefits Group from exercising additional and alternative remedies.

HOLD HARMLESS. Licensee agrees to indemnify USA Benefits Group and its affiliates, shareholders, directors, officers and employees and to hold USA Benefits Group, its affiliates, shareholders, directors, officers and employees harmless from any and all expenses, liabilities, costs, cause or causes of action and damages, including attorney's fees and costs of litigation, resulting from or growing out of any breach of this Agreement or any unauthorized, fraudulent, negligent or wrongful act, omission, statement, representation or any cause of action brought by a third party arising out of the use of the Marks by Licensee, Licensee’s officers, directors, employees, independent contractors or any other person associated with Licensee.


Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Ohio, County of Montgomery, without giving effect to conflict of laws principles. Both parties submit to jurisdiction in Montgomery County, Ohio, and further agree that any cause of action arising under this Agreement shall be brought in a court in Montgomery County, Ohio.

NO LEGAL RELATIONSHIP. The parties agree that their relationship shall be that licensor and licensee. Nothing in this Agreement or the relationship between the parties shall be construed as making them joint venturers, partners, employer/employees, franchiser/franchisee, master/servant, or any legal relationship other than licensor and licensee. Neither party shall have the authority, express or implied, to act on behalf of the other or to bind the other to any contract, obligation, debt, responsibility or obligation of any nature or kind.

Assignment. Licensee may not assign the benefits or obligations under this Agreement and any attempt to do so shall be void and of no legal effect. Each of the parties recognizes and agrees that the other party is relying upon the identity of the other party and the owner and principals of the other party in entering into this Agreement. Neither party shall be permitted to subcontract any obligations contained herein to another party without the advanced written notice from the other party. The parties specifically agree that there shall be no third party beneficiaries to this Agreement.

Severability; Headings. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, power outages, natural disaster, governmental regulations, communication or utility failures, or casualties. However, if a force majeure detrimentally affects a party’s performance of a material covenant hereunder for 14 days or more, the other party can terminate this Agreement. Each party acknowledges that website operations may be affected by numerous factors outside of a party’s control.

Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, email, or certified or registered mail, return receipt requested, and will be deemed given upon delivery, or upon confirmation of receipt of facsimile or email. Notices will be sent to a party at its address set forth above or such other address as that party may specify in writing.

Entire Agreement; Waiver. This Agreement sets forth the entire understanding and agreement of the parties as to the Licensee’s use of the USA Benefits Group trademarks, trade names, collective marks and service marks, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter of the Agreement. Only a writing signed by both parties may change this Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.