VIPCO Advisors, Inc. PLEASE FILL OUT COMPLETELY

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1 VIPCO Advisors, Inc. Advisor / Agent Status and Commission Advance Form - New & Change Form PLEASE FILL OUT COMPLETELY Date: Name: (First) (Middle) (Last) REGION NUMBER: MANAGER NAME Social Security Number: Date of Birth: Business Address: Home Address: Business Phone: Home Phone: Fax Number: Cell Phone: Address: Resident License State: Non Res States: Immediate Manager Name: Recruited By (If Different From Manager): CHANGE REQUESTED: New Hire /Management / Promotion / Raise Agent Signature: X Immediate Manager Signature: (for Promotions and Raises Only) X VIPCO Home Office Approval (for Promotions and Raises) X

2 Home Office Use Only Agent ID: Agent Level: Manager ID: Date: Application for Appointment Please type or print Legal Name (Last, First, Middle) Preferred First Name Residence Address (street, City, State, Zip Code) Date of Birth Place of Birth Social Security Number Business Mailing Address (PO Box, City, State, Zip Code) Business Street Address (Must have for shipping supplies - Street, City, State, and Zip Code) Business Phone Number ( ) Residence Telephone Number ( ) Fax Number County COMMISSIONS ARE TO BE PAID TO (Please Check One) Yourself (Social Security No.) Your Agency/Company Tax I.D. No. *One agent per Tax ID No. - All other agents assigning commissions to this agency/company and Tax ID No. must complete an Assignment of Commissions form. Also, if you are assigning commissions to your manager, please complete the Assignment of Commissions form also. Address REQUIRED: Website Address *Any website or internet that references VIPCO Advisors or its Strategic partners or products and services in anyway must be pre-approved in writing by VIPCO Advisors, Inc. 1. Are you licensed with the state insurance department in your resident state to solicit life and health insurance? [ ] Yes [ ] No If yes a photocopy of your license may be requested. License Number: Expiration Date 2. Do you currently have a non-resident insurance license in any state(s)? [ ] Yes [ ] No If yes, you may be asked to submit a copy of your licenses. List the States: 3. Do you have any indebtedness with any Agency or Company? [ ] Yes [ ] No If yes, give name of agency or company Amount and repayment agreement 4. Have you ever filed bankruptcy? [ ] Yes [ ] No If yes, explain Disposition Date: 5. Have you ever refused a bond? [ ] Yes [ ] No If yes, explain II

3 6. Do you currently have a federal tax lien? [ ] Yes [ ] No If yes, explain 7. Have you been convicted of a felony in the last 10 years or a misdemeanor, other than non-dui traffic offense, in the last five years? [ ] Yes [ ] No If yes, give details and attached any documents 8. Have you ever had your insurance license suspended or revoked? [ ] Yes [ ] No If yes, explain A routine credit report may be made during our initial or subsequent processing which will provide applicable information concerning your credit worthiness, credit standing, credit capacity, charter, general reputation, personal characteristics, and/or mode of living from a consumer reporting agency. If VIPCO plans to use any information in a consumer report in a decision not to contract with you or to make any other adverse contracting decision regarding you, it will provide you with a copy of the credit report upon request which its decision was based and written summary of your rights under the Fair Credit Reporting Act before it takes adverse action. If any adverse action is taken against you based upon a consumer report, VIPCO will notify you that the action has been taken. By signing this agreement, you are granting permission to VIPCO Advisors, Inc. or its duly authorized representative to contact or release any information to any organization or individual who has knowledge of your past or present employment and financial status and to review insurance carrier appointment status. I agree not to solicit insurance business until I am licensed. I understand and agree that the Affiliated Companies, Administrators, and insurance carrier(s) has no obligation to me for commissions, expense, or any compensations whatsoever in connection with services performed or the solicitation of an application for insurance until licensed and appointed. It being expressly understood that I am under direct contract with VIPCO Advisors, Inc. and that all commissions due on business produced by me, will be disbursed by VIPCO Advisors, Inc., unless authorized by VIPCO to directly appoint to and have commissions directly paid by an Administrator, Carrier or Affiliated Company. I attest to the truth and completeness of the foregoing statements and answers. I certify that I have read, understand and agree to be bound by the conditions identified above and in the Producer Agreements / Contracts of Companies and Carriers contracted with VIPCO and any and all supplements. A photocopy of this Authorization shall be as valid as the original. Applicant Signature X Date

4 Advance Guidelines for Insurance Sales VIPCO and or certain Administrators may advance commissions. All requirements must be met for new business to be advanced per various carriers and Administrators. The number of months / amounts advanced are determined by VIPCO, Clients payment selections, Carriers, Administrators, agent s production volume, placement/taken rate, frequency of turn in and credit worthiness. Licensed Agents eligible for Advance or Advance On Submit for sales of Insurance policies MUST maintain an average of 3 applications per week or Guidelines as set for by Carriers or Administrators. Agent s with Vector debits or adverse credit report will be reviewed on a case by case basis for advances. Advances are loans made on commissionable Insurance premiums only. 1. Agents must service their business with signed riders and follow-up, etc. Any agent who does not service their business or VIPCO, Carriers or Administrators receives complaints regarding customer service from the applicant will not continue to be advanced and will be subject to termination 2. Every application must be submitted with the completed New Business Transmittal Form as required by Administrators and be entered in the Advisor Management System. 3. Every application must be completed fully to be considered for advance. Every question must be answered, including social security numbers, health questions, etc. If a health question is answered yes it must be fully explained with dates, treatments, names of medications, the degree of recovery, and COMPLETE doctor s information. 4. The primary insured and the spouse must sign every application The primary insured must sign all accompanying forms and association applications (The spouse is only signing the applications as the spouse; no other forms should be signed by the spouse) the insured and the spouse cannot be signed by the same person. 5. Methods of payment will be advanced as follows: Monthly bank draft, per Carrier or Administrator contract and advance guidelines NO ADVANCES WILL BE GIVEN ON MONTHLY DIRECT BILL or WORKSITE Cases Agent agrees that he/she will read the Welcome , Producer s Underwriting Guidelines & Watch all training videos and read product and materials provided VIPCO and from each carrier and or Administrator. Any agent who appears to be omitting or not properly recording medical information will not be advanced and will be subject to termination. To be advanced on submit is a privilege given only to insurance agents who service their business and write good business. Advances on submit are at will of Administrators and may change or be modified at any time. Carriers and Administrators may pay a set maximum amount as determined by their guidelines. Whether currently licensed or unlicensed I understand and hereby agree to the terms of Advance now and in the future (after licensure if obtained). Applicant Signature X Date IV

5 VIPCO Advisors, Inc. Advisor Agreement 1717 McKinney Ave. Suite 700, Dallas TX AGREEMENT made this day of, 20, by and between VIPCO Advisors, Inc., hereafter referred to as VIPCO and (name), Hereinafter, referred to as Advisor or Agent interchangeably. The Advisor was referred, who will be assigned as the Advisor s Mentor. RECITALS VIPCO is in the business of providing cost reduction methods, various advisory products and services, financial services and procuring of such products and services, wellness programs and health & life insurance coverage for individuals and groups. VIPCO has a relationship with various providers of services related to the operation of its business including analysts, administrators of various programs, health and life insurance providers who supply coverage to qualified customer of VIPCO. These providers are referred to herein as Affiliated Companies and or Affiliated Carriers interchangeably as appropriate and applies to any and all companies that VIPCO has contracts with for representation. Sales persons are referred to as agents. The term used does not infer any license on a non-licensed sales person. The use of the word advisor and or agent indicates the sales person in all cases whether currently licensed, not licensed, licensed or not licensed in the future. VIPCO also maintains contractual relationships with sales persons and licensed insurance agents who market Affiliated Carriers / Companies products and Advisory products and services to customers with the intent to sell those customers products, services, wellness programs and health and life insurance policies. The health and life insurance agents who have contracts with VIPCO, to sell Affiliated Carriers insurance policies are referred to herein as Licensed Agents. In order to sell any life or health insurance products with VIPCO the Advisor must be a licensed Insurance Agent and maintain a life and health license in Good Standing with appropriate regulatory authorities. As Agent is an independent contractor sales person that may already be or may become a Licensed insurance Agent whom is or will become licensed in each state he/she conducts insurance sales and is willing to serve VIPCO as an Advisor for VIPCO clients and insurance policy sales agent upon the terms and conditions set forth in this agreement. Upon the mutual covenants herein and other good and valuable considerations, the parties agree as follows: GENERAL TERMS AND CONDITIONS Exclusivity: VIPCO maintains an exclusive and unique relationship with its Clients. VIPCO operates an exclusive agency operation for the sale of various advisory services, financial services including procurement of loans and insurance. VIPCO provides over 100 various types Carriers for use by VIPCO Licensed Insurance Agents to serve VIPCO Clients. Agent acknowledges the confidential nature of the VIPCO relationship with clients and the access that may be provided to confidential client information, certain needs and desires of the clients. Therefore, Agent agrees that only Licensed Agents that are Appointed with VIPCO for the sale of insurance products, with Insurance Carriers that are authorized by VIPCO, may sell insurance to VIPCO Clients and that they will become appointed with VIPCO carriers in order to serve VIPCO Clients. Non Licensed: With Regards to Insurance Sales, Non Licensed Advisors must use a VIPCO Licensed Agent that is appointed to sell insurance through VIPCO, using only VIPCO authorized insurance carriers, to conduct all insurance related activities a client may need. Non Licensed Advisors will not receive any compensation for the sale of insurance products to VIPCO clients. Licensed VICPO Agents: Licensed Agents, or those obtaining their licenses after appointment with VIPCO, must become appointed through VIPCO, with VIPCO authorized Carriers, in order to sell insurance products to VIPCO clients. At no time is V

6 an Agent authorized to sell a client, their company, officers of, or employees of a VIPOC client s company any insurance product through a non VIPCO carrier or another competing hierarchy. They may not partner with a Non VIPCO Licensed Agent to sell VIPCO clients insurance products outside of VIPCO. Agent, herby agrees and understands that they will not appoint nor sell or attempt to sell any other company insurance while appointed with VIPCO. If Agent is unable to become appointed with certain carriers this does not relieve them from this exclusive rule pertaining to the sale of insurance to VIPCO Clients. If the Agent cannot get appointed for the sale of certain products they must use a VIPCO Licensed and Appointed Agent to complete sales with VIPCO clients. Independent Contractor: The Advisor/Agent acknowledges and represents that the advisor/agent is an independent contractor and is not an employee of VIPCO. As such, advisor/agent is at the full liberty to represent the products and services of other companies. Agent shall not be required to work any minimum or number of hours and agent shall be required to establish or procure on its own any and all items needed by the agent to engage in business, including but not limited to office facilities, office equipment and transportation, The agent is responsible for all expenses incurred in the process of soliciting and selling any product or service offered by VIPCO, including but not limited to telephone and internet expenses, travel and meals. Agent further understands and agrees that agent is not an employee of VIPCO and that they shall not be eligible to participate in any benefits extended by VIPCO to its employees, and further, he is not in any way insured under policies or insurance issued to VIPCO. The agents shall have no authority to act on behalf of VIPCO except as expressly provided in this agreement with respect to the sale of VIPCO Services, Cost Reduction Products, financial services and wellness programs associated with and or health or life insurance policies issued by Affiliated Carriers. 1. Product Availability: VIPCO does not guarantee that any Affiliated Carrier / Affiliated Company will provide products, services or coverage or approve any service applied for. VIPCO does warrant that so long as an agent is not in the breach of the terms and provisions of this agreement, VIPCO will allow the agent to place customers/applications with Affiliated Carriers / Companies. 2. Leads: VIPCO may provide leads to agent in return for such compensation as determined by VIPCO, however, VIPCO shall have no duty to provide leads. The distribution of leads shall be within the sole discretion of VIPCO or its Administrators if provided. Agent understands and agrees that all leads shall remain the property of VIPCO and may not be used for the sale of any product or service from any other company. 3. VIPCO, at all times, reserves the right to re-distribute to any other agent of VIPCO, a lead which has not resulted in a sale, which is dormant, or which is not actively being pursued by Agent in VIPCO s determination. In the event VIPCO re-distributes a lead, the agent herein shall not be entitled to return of any compensation paid for said lead. 4. SERVICE AUDIT of VIPCO Agents and Clients: Agent acknowledges that VIPCO will, from time to time and at VIPCO s sole discretion, audit client and direct report satisfaction regarding the Agent. This Service Audit may include quality of presentations, knowledge, products and services offered and trained on in any VIPCO related interactions held with client or direct reports by Agent. Promotional Materials: Agent shall not create or disseminate any literature sales aids or promotional material, or make any written or verbal representations which are misleading or contain misrepresentations or incorrectly characterize the relationship between agent and VIPCO, and between 5. Agent and the Affiliated Carriers / Companies. Agent shall not use the name, logo, or other branding of VIPCO in any marketing done by electronic, physical, verbal or other means, without express written consent of VIPCO. 6. Termination: This contract shall terminate on the occurrence of any of the following: VI

7 a. Written notice by either party, with or without cause, effective the date of mailing or electronic delivery and said notice by either party to the other; b. Commissions of any felony by the Agent; c. Commissions of any other crime or violation of any law by the Agent with relates to Agent s performance under this agreement or relates to the Agent s relationship with customers; d. Agent encouraging the policy holder to cancel coverage or purchase of products or services outside of those offered by VIPCO; e. Loss of Agent licensure: f. The Agent depositing any premium check, payment for services provided in relation to services rendered for VIPCO or Carriers / Companies in any bank account, or any other misappropriation of premiums or other monies received from customers. Falsification of bank routing numbers and/or account numbers on any application to any Affiliate Carrier or Company: g. The Agent knowingly misrepresenting the terms, provisions or obligations under any service, product, policy or the Agent making any misrepresentation to VIPCO, any customer or any Affiliated Carriers or Companies; h. The Agent contacts any individuals or entities who are customers of VIPCO or Agents of VIPCO for the purpose of selling said customers or VIPCO Agents products or services or policies of insurance or inducement of selling other carrier or companies products outside of VIPCO; i. The Agent contacts any individuals or entities who are customers of VIPCO or of other VIPCO agents for the purpose of inducing said customers to cancel any product, service, insurance policy sold through or Appointment with VIPCO; j. The Agent contacts any VIPCO Agents for the purpose of inducing them to discontinue their relationship with VIPCO or to induce them to direct their customers to other products or services, insurance providers, that VIPCO sells or to in any way interfere with the relationship between VIPCO and VIPCO Agents. k. The Licensed Agent sells or circumvents VIPCO in order to sell Non Authorized and Appointed insurance products to a VIPCO client or prospective client. Action A. will result in Termination of the agreement without cause and shall not affect the vesting of the agent commissions. Action B. through K. will result in immediate Termination of the agreement With Cause and will result in the loss of vested or due Agent commissions from any sale ever made or due. 7. Compensation: The compensation to be paid to the Agent shall be set forth in the VIPCO Compensation Schedule(s) which is prepared and provided by VIPCO. The VIPCO Compensation Schedule(s) shall include all of the various products sold by VIPCO and the compensation that is paid when those products or services are sold by agents. Any Override compensation paid to Management positions will also be outlined in the VIPCO Compensation Schedule(s). The Schedule(s) may be revised, increased, reduced, withdrawn or changed at any time, and shall be maintained in the office of VIPCO and or in the Advisor Management System, and shall be provided to the agent upon request. Agents must avail themselves of all changes to the VIPCO Compensation Schedules(s) by reviewing the Notices area of the VII

8 Advisor Management System. The VIPCO Compensation Schedule(s) shall be incorporated into this agreement by reference; the items below define how and when such compensation will be paid to the agent. NO commissions shall be paid on interest, service fee charged to Clients for financing or delinquencies nor on premium waived or commuted by reason of death, disability, or exercise of certain insurance policy options. a. VIPCO may, at any time while this contract is in force or after its termination, set off against any claims by agent for commission or other monies accruing to the account to the agent under the terms of this contract any debts, liabilities, or obligations of the agent to the company, i.e.; legal or accounting expense. Agent further agrees that any indebtedness now or hereafter to the company or its affiliate shall be secured by a first lien against the commission or any other monies payable to agent under this contract and any other contract agent may have with the company or its affiliates. b. All amounts owed to VIPCO by agent shall become due and payable immediately upon notice to the Agent. c. This Contract is terminated for cause or for any violation of any of the provisions of this contract. In any month following termination, the amount of commission paid under this contract is less than $50.00 or the number of in-force insurance policies is less than 25. The Company reserves the right to alter, increase, decrease, modify, or withdraw the Commissions Schedule and/or loan provisions of this contract at any time. d. A portion of Agent s gross commissions on each insurance policy issued or product or service sale may be retained by the company as reserve funds. The reserve will be applied to the debit balance prior to any payout. LOAN AGREEMENT 7. VIPCO (Company) may make periodic payments to agent or any agents assigned to an agent against future credited commissions on applications and sales written and submitted to the company by the agent or any Agents assigned to an agent. Such payments shall be loans made in lieu of payment of credited commissions as provided in the commission schedule. A portion of agent s gross commission on each policy and of gross commission on each policy of any agents assigned to an agent may be retained by the company as reserve funds as set forth in this contract. If all or any of the reserve funds are released to the agent the amount of the reserve funds will be added to the debit balance. a. Such loan shall be a percentage of annualized insurance premiums on production submitted on completed applications or advisory products and or services sold; the percentage loaned will be determined at the sole discretion of VIPCO (Company). b. Any loan proceeds shall be reduced by the amount of any chargebacks to agent s account from any source. c. The unpaid principal balance shall bear interest at a rate of ten percent (10%) per annum. INDEBTEDNESS OF MANAGER / GENERAL AGENT VIII Any indebtedness owed by the Manager / General Agent to the company shall be paid upon notice to the General Agent. In addition to the provisions of paragraph Deportment, all indebtedness of the General Agent to Company shall be secured by a first lien on any commission or renewal commissions due or to become due to the Agent. The Company may at any time offset against all commissions accrued or to be accrued to the agent, any debit due from the agent to the company, whether now existing or hereafter arising.

9 In the event any indebtedness is placed in the hands of a collection agency or attorney, or both, the Company shall be entitled to recover, reasonable collection and attorney s fees. For the purposes of this paragraph, an Overriding agent shall be the agent who receives override commissions on sales or renewals or who is assigned to the managing agent and shall be fully liable for any indebtedness of each and every agent assigned to him or her in his or her hierarchy, irrespective of the number of levels of agents under the managing agent. 8. Overriding Agent shall be fully liable for any indebtedness in full, Overriding Agent receiving overrides hereby approves any advances or loans which Company makes to an agent assigned to overriding agent, and VIPCO shall not have to obtain Managing Agent s approval of any specific loan or advance. DEPORTMENT a. Should the Agent at any time, either before or after termination of this Contract, wrongfully withhold any funds belonging to any application, contract for products or services, for insurance premiums, a policyholder, or the Company; or should the Agent miss use or handle any instrument related thereto, between the agent and the company; or should the agent fail to comply with any: State laws, State Insurance Laws or regulations, or Federal laws or regulations under which he/she is licensed or is otherwise subject; then the agent shall immediately forfeit his/her right to receive any commissions or any other compensation due or to become due, whether vested or otherwise, under this contract or any other agreement with the company. ERRORS AND OMMISSIONS b. Licensed Agents shall maintain Errors & Omissions coverage for Health, Accident, and Life Insurance at all times during the term of this agreement at a minimum level of 1M/1M, which is 1 Million per incident and 1 Million per year. VIPCO reserved the right to request written proof of this coverage at any time. Some affiliated Carriers / Companies may require or may require higher levels of coverage by the agent, and if agent chooses to engage in business with said carriers, agent is required to maintain the level of coverage required by those carriers. ADVISORY SERVICES NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby additionally agree as follows: 1. Duties of Agent: A. The Agent agrees to sell Advisory Products and services for VIPCO. B. If the Agent completes an Procurement Cost Reduction sale, VIPCO shall; 1. Pay a 10% Commission fee for all owner, expert, owner/expert revenues generated by invoices from the Procurement Fee on cases sold by Agent any time there is work conducted for the client (this equates to 10% of gross billable Invoice to client). C. The Agent agrees to abide by and comply with all sales policies of VIPCO, so long as they are not in conflict with governmental regulations. D. The Agent will not obligate or contract on behalf of VIPCO unless it has specific written authority to do so from VIPCO. E. This Agreement shall commence on the date first written above and shall remain in full force and effect until terminated by either party. F. VIPCO retains the right to change, cancel, and modify compensation amounts at any time. G. VIPCO will pay agent Royalty Commissions on subsequent closed opportunities that client is invoiced for and pays VIPCO as long as Agent is under contract with VIPCO. IX 2. Policies and Procedures, Licenses, and Forms A. The Agent expressly understands that VIPCO Advisors, Inc. is not a Network Marketing Organization. It is not a Multi-Level sales organization. It does not participate in, nor is ever to be described as a Network Marketing or Multi-Level organization. The Agent

10 understands that the Management Positions and compensation given to persons in those positions is specifically for carrying out the duties associated with being in a management position and that they voluntarily undertake in exchange for compensation that may be derived from sales made by people that they recruit and train how to work in the VIPCO Advisor system. The responsibilities of managers may include, but are not limited to, recruiting talented individuals, training and activity management of direct reports, guidance, mentoring, help with specifics and non-specific items an agent may need help with in association with their VIPCO position but are completely up to those managers as to how to accomplish their individual goals as Independent Contractors in a Management position. B. The Agent shall comply with all Federal, State, City, and Local ordinances as an independent contractor. If any type of business license and/or sales license (s) is required, it is the responsibility of the Agent to maintain stated and legal document(s). C. VIPCO has established policies and procedures that all sales and referral people must: (1) follow and comply with all laws and (2) follow our ethics and code of conduct in all selling, marketing, and referring activities, as well as maintain the highest integrity and honesty. 3. Commission, Costs, and Taxes: A. The Agent will be entitled to receive a commission from Plan Fees per Plan Fee Schedule. Plan Fee Commission are paid the week following the processing of the sale by VIPCO. B. The Agent will be paid a commission of 10% of all Services of Invoiced to Client as commission earned on Procurement Cost Reduction Fees paid by Client and accepted by VIPCO, excluding applicable taxes. Commissions due to the Agent for Procurement Cost Reduction Fees will be payable on or about the fifteenth (15 th ) day of the month following the date of the finished procurement bid, invoicing of and payment to VIPCO by the client or Affiliated Company. This will be paid by VIPCO to Agent. C. Commissions paid to the Agent on billings, where VIPCO has advanced any commission, on which the client defaults in payment will be charged back to the Agent when the client has been in default ninety (90) days or more. If the client pays in the future these commissions will be repaid to the Agent, minus all costs incurred in the default and collections. Whereas a client has defaulted on any payment of any kind, VIPCO has no responsibility to pay Agent further. D. The Agent will be paid commissions on all Client Invoiced orders by the VIPCO prior to the effective termination date, even though such orders may be shipped after the effective date of termination. E. Agent shall bear all cost and expenses incurred by him or her in acquisition of any client. F. Taxes are to be filed by the Agent, because the Agent is not an employee, but an independent contractor. The Agent is responsible for paying all taxes, all licenses, and any other items associated with running a business. G. VIPCO makes no claim of income, profitability, loss, and/or representations. VIPCO shall not assume or be obligated in any way to reimburse the Agent for any such losses. H. VIPCO solely reserves the right to, at any time to change, increase or eliminate future commission levels. Any such change will not change sales previously completed nor terms of the payment of commissions on such sales previously made by The Agent and accepted by VIPCO. 4. Authorized Services A. Authorized Services refer to those procurement and purchasing services that VIPCO offers to the Agent s clients and can be found in Procurement Services Offered in the Advisory Management System. The VIPCO reserves the right to change prices for these authorized services, along with additional services or deletion of services without notice to Agent. B. VIPCO may add additional Products or Services that Agent may sell that will have compensation plans that may be different and are not covered by this agreement. Any such products or services and their commission rates and terms for sales of such items will be posted in the Advisor Management System and will be considered covered by this agreement. 5. Procurement and Purchasing of Client Orders A. The Agent has no authority to bind the VIPCO or affiliated carriers / companies. No contract / order shall become binding until VIPCO or the appropriate affiliate company has accepted this order in writing. B. With all contracts / orders, the Agent shall comply with all policies and procedures of VIPCO and affiliate companies. 6. Representations A. Agent shall not make any false, misleading, and misrepresentation about the Company, VIPCO, Authorized Services, Terms, Credit and or potential Cost Savings. Use of VIPCO or Affiliated Company tools for calculations and examples are to be used without modifications. B. All applicable laws, any applicable licenses, and regulations will be followed by the Agent at all times. X

11 C. All Company Trade Marks and Copyrights, etc. shall be displayed and used to the extent authorized by VIPCO to the Agent. Upon termination, the Agent shall cease using the names VIPCO, VIPCO Advisors, VIPCO Affiliated Company names and any other name or strategic partner name and info associated with VIPCO and shall return all material with emblems, trademarks, copyright, etc. D. As the Agent is selling VIPCO products or services to potential clients, they shall identify themselves as an independent Agent authorized to sell for VIPCO. E. The Agent shall perform its services under this Agreement as an independent contractor. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and Agent or employer and employee between the parties hereto or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. F. The Agent also agrees that it will not hold itself out as a partner, joint venturer, co-principal or employee of VIPCO by reason of the Agreement. In the event that the VIPCO is adjudicated to be a partner, joint venturer, co-principal or employer of or with the Agent, the Agent shall indemnify and hold harmless the VIPCO from and against any and all claims for loss, liability or damages arising there from. Company Account and Spam Rules 7. The Agent may be given a VIPCO Advisors company account. As such all communications made through that account shall comply with the Can-Span act. At no time will an agent ever us spamming as a method for marketing VIPCO Advisor services of any kind. Agents found to be spamming may be terminated for cause and understand that this may entitle VIPCO to forgo paying any further commissions owed to Agent. Gating of Recruits or Clients 8. At no time shall the agent use or make to be used any system, electronic or otherwise, whereas a potential recruit or client is made to fill out additional paperwork or make entry into any web site, other than a VIPCO controlled and authorized website, information that shall be gathered prior to being hired as an independent contractor or to being shown or offered services provided to potential Clients of VIPCO. No Recruit for Hire or Client may be charged additional fees in any way shape or form except as defined by VIPCO Agreements. Should an Agent be found to be creating any gate that a potential hire or client must endure, prior to associating with VIPCO in any way, the Agent will be terminated and VIPCO will retain all rights and privileges under this agreement. PROMOTIONS 9. Whereas, VIPCO Advisors, Inc. seeks to ensure that all Agents have the same opportunity to Advancement into various Management Positions within the Company, all field agents are provided with the Merit based Promotion Standards named Promote Promotion. Agent explicitly agrees and understands that to achieve a promotion that they must meet all requirements as outlined in the Promote Promotion rules. If an agent shall progress into a management position they understand that all requirements for promotion will apply to themselves and to their direct reports. They also understand that at no time will they be able to stop, impede or hold back a candidate for promotion after achieving such standards. Impeding a candidate from promotion could result in re-assignment or transfer of the Promotee and their entire team or transfer of the Manager and or possible termination. Agent understands that final authorization, terms of and standards of promotions remain the sole decision of the home office. At no time may a manager add additional requirements, change the requirements or demand any special induces in order for a Direct Report to achieve a promotion. The Promote Promotion standards will not at any time impede the company from making necessary promotions in order to complete necessary day to day operations of the Company business and responsibilities to clients, agents, or Affiliated Companies. Confidentiality 10. WHEREAS, VIPCO Advisors, Inc. is in the business of procurement, procurement cost reduction, procurement outsourcing, procurement services, financial services, and business consulting, the information associated with clients, agents, advisors, managers and company methods of operations is confidential and will not be shared without express written permission for VIPCO Advisors, Inc. Corporate Officers. WHEREAS, VIPCO Advisors, Inc. has developed confidential and proprietary ideas, concepts, properties and trade secrets, as more fully defined herein; and WHEREAS, in order to properly outline the VIPCO Advisors concept, certain VIPCO confidential and proprietary information may have to be provided during the process of phone conferences, communications, and training. XI NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby voluntarily and knowingly agree as follows:

12 11. Definitions. As used in this Agreement: 11.1 Confidential Information shall include, but not be limited to, any and all inventions, trade secrets, know-how, records, manuals, videos, notes, data, ideas, processes, improvements, additions, alterations, modifications, amendments, inventions and developments of products, techniques, methods, formula, equipment design, computer software, personnel information, marketing information, financial information, owner information, and customer information, in the possession or control of VIPCO that has not been published or disclosed to the general public or which gives to VIPCO an opportunity to obtain an advantage over competitors who do not know of or use it. 12. Nondisclosure Except as required in connection with his/her duties at VIPCO, or except as specifically permitted in writing by VIPCO, Affiliate / Agent shall not, directly or indirectly, use, disseminate, disclose, lecture upon, patent or publish, or authorize anyone else to use, disseminate, disclose, lecture upon, patent or publish any Confidential Information, whether acquired or developed by Affiliate / Agent during his/her contract with VIPCO or whether obtained by him/her directly or indirectly from other Affiliate / Agent, Owners, or agents of VIPCO Affiliate / Agent agrees to deliver to VIPCO Advisors, Inc. all documents and records concerning any Confidential Information if the Affiliate / Agent decides to not pursue a mutual relationship with VIPCO Advisors, Inc. JURISDICTION OF LAW 13. This contract is subject to jurisdiction of the course of the state of Texas and is to be interpreted in accordance with the laws of the State of Texas. Venue for any action, suit, or other proceeding, including non-contract disputes, shall be exclusively in Dallas County, Texas; Agent hereby agrees to the jurisdiction of the courts of Texas and waives any other venue. TERMINATION A. Agent may be terminated in writing for any of the following reasons: 1. Violating any laws and regulations; 2. Misrepresenting procurement, clients, the Company, the VIPCO, contract form, and policies and procedures; 3. Violating this Agreement; and 4. Falsifying information. 5. Attempt to usurp or undermine VIPCO agreements with strategic partners, companies or other advisors, representatives, employees or affiliates in any way. This includes the recruiting of advisors, representatives, employees, or strategic partners or companies contracted with VIPCO Advisors, Inc., to sell any product, service or plan sold by or not sold by VIPCO Advisors, Inc. Any such action found by VIPCO will be considered a material breach of his contract and damages to the fullest extent allowed by law will be sought, in addition to termination, as remedy. B. In the event of termination, the following will take place: 1. Written, verbal or electronic notice shall be given to the Agent. 2. All Company property and Client property shall be returned immediately to VIPCO; and 3. All forms, manuals, materials, brochures, specification sheets, lists, warranty certificates, inspection forms, client lists, and any and all other materials and sales presentation materials shall be returned to the VIPCO. C. Furthermore, This Contract may be terminated at the will of either party hereto, for any reason, with or without cause, at any time upon actual notice, written, electronic or oral. This contract will automatically terminate without notice, if: Agent fails to sell or issue meaningful business of at least $500 in fees or annual premium, in any 120 day period for VIPCO. Cancellations or loss of an insurance license shall automatically terminate this contract without notice. In the event that VIPCO terminates this contract for any reason with or without cause, Agent s right to receive commissions will terminate. Agent agrees not to contract with insurance carriers represented by company for one year after termination of this contract. Company may obtain an injunction or temporary restraining order to enforce this provision. DUTIES UPON TERMINATION 14. Upon termination of this agreement and continued for a period of 24 months thereafter the Agent shall not directly or indirectly: a. Contact individuals or entities who are customers of VIPCO or of VIPCO agents for the purpose of selling said customers products, services, insurance policies; XII

13 b. Solicit or contact any individuals or entities who are customers or of VIPCO agents for the purpose of inducing said customers to cancel any insurance policy sold through VIPCO; c. Solicit or contact a (or Any) VIPCO agent(s) for the purpose of inducting them to discontinue their relationship with VIPCO or induce them to direct their customers to other companies providing similar services or insurance providers, or to in any way interfere with the relationship between VIPCO Agents; In the event of any breach of the above restriction by Agent, Agent agrees to pay all of VIPCO s expenses, including reasonable attorney s fees, incurred by VIPCO in enforcing the terms and provisions of this paragraph. Furthermore, Agent will forfeit any and all vesting in commission s payable. PAYMENT BY AFFILIATED CARRIERS/COMPANIES 15. Any duty of VIPCO to pay a commission to agent is expressly conditioned upon the affiliated Carrier/Company that provides the service(s), product or policy which is the subject of the commission paying to VIPCO or the Agent. Agent hereby expressly releases and agrees to hold VIPCO harmless with respect to any claims for commissions which are not actually received by VIPCO from Affiliated Carriers/Companies. VIPCO is not responsible for paying commissions from any product, service or policy which has not been paid by the Affiliated Carriers/Company. This Agreement, constitutes the entire agreement between the parties relating to the subject matter hereof and, except as stated herein or in the instruments and documents delivered pursuant hereto, contain all the representations and warranties of the respective parties relating to the subject matter hereof. The signing of the agreement below by both parties enters said parties into the agreement outlined within this contract. Dated this day of, 20. Agent Signature: X Agent Printed Name: Dated this day of, 20. VIPCO Advisors, Inc. (VIPCO) VIPCO Officer Signature: X Printed Name: XIII