1. Referral Agreement Confidentiality and Non – Circumvention AgreementThis Agreement is made as of this ________ day of June, 2011, by and among Agency Two InsuranceMarketing Group, LLC, d/b/a AgencyOne, a Maryland limited liability company with offices located at6500 Rock Spring Drive, Suite 450, Bethesda, Maryland 20817 (hereafter “AgencyOne”) and______________________________________________________, having an office at______________________________________________________, (hereafter “Receiving Party”)regarding the referral(s) by Receiving Party to AgencyOne of company(ies)/groups/unions/entities(hereafter “”third party” and/or third parties”) for participation in an Employee Benefit Strategy utilizingan Employee Group Waiver Plan (the “Program”).In consideration of the foregoing premises and the covenants contained herein, and for good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, each party, intending to belegally bound hereby irrevocably agrees as follows: 1. Engagement: AgencyOne engages Receiving Party and Receiving Party accepts the exclusive engagement to refer third parties to AgencyOne in connection with AgencyOne’s efforts to obtain third parties to participate in the Program. Said exclusivity applies soley to Receiving Party and Receiving Party agrees that it will not work with any other company(ies)/entities/individuals, etc. in referring third parties for participation in the Program. Receiving Party understands and agrees that AgencyOne will be working with other third party referral sources regarding the Program and nothing in this Agreement shall limit AgencyOne’s ability to contract and/or work with other third party referral sources. 2. Services: AgencyOne’s objective is to place third parties in the Program. Receiving Party will refer to AgencyOne third parties that are interested in participating in the Program. AgencyOne is not be obligated to accept any third parties referred by Receiving Party. 3. Referral Procedures: Receiving Party will submit via email to AgencyOne the name(s) of the third party(ies) that it would like to refer to AgencyOne for participation in the Program, along with the contact information and a brief description of the relationship between Receiving Party and said third party(ies). Within three (3) business days of AgencyOne receiving said referral information, AgencyOne will email to Receiving Party notification whether said referral has been accepted or rejected. AgencyOne has the exclusive right to “accept” or “reject” said referral and all decisions will be final and binding. If a referral is “rejected”, AgencyOne will provide a brief explanation as to the reasons for said rejection. 4. Confidential Information: In order to refer third parties to AgencyOne, it is agreed that AgencyOne will disclose to Receiving Party certain confidential and /or proprietary information (hereafter “Confidential Information”). Confidential Information shall mean any of the following as it relates to the Program: any nonpublic or proprietary information concerning AgencyOne, including without limitation; the contents and ideas in writing (in whatever form or medium), memorandum(s), outline(s) or presentation(s) created by AgencyOne or provided, directly or
2. indirectly, to the Receiving Party by AgencyOne or its agents or representatives; client lists; client contacts; contacts with employee benefit firms, financial institutions, other financial service firms and providers, or other firms or persons necessary for implementation of the Program; business plans of AgencyOne or its affiliates, clients and potential clients; the participation of the Receiving Party, employee benefit firms, other financial service firms, or other firms or persons in any transaction utilizing the Program; and all other information pertaining to the business of AgencyOne or any affiliate of AgencyOne relating, directly or indirectly to the Program. Receiving Party acknowledges that the Program may not be composed of information which is proprietary or exclusively known by AgencyOne, and that the usefulness and value of the Program may be attributable to the intellectual property, application, timing, implementation sequencing and/or combination of the various components of the Employee Benefit Program not currently known and/or being utilized by the Receiving Party in combination thereof. For purposes of this Agreement, all elements of the Program not currently known by Receiving Party and/or being utilized in the manner presented by AgencyOne to Receiving Party shall be included in the definition of “Confidential Information.” For the purposes hereof, Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party or its affiliates or representatives, (ii) is in Receiving Party’s possession, or (iii) is provided to Receiving Party by a third party who is under no obligation to keep it confidential.5. Confidentiality: Except as contemplated by the terms hereof or as required by applicable law, legal process or regulation, and WITH THE EXCEPTION TO THIRD PARTIES REFERRED TO WITHIN SECTION 6 below, Receiving Party and its affiliates, officers, directors, agents, employees and representatives (hereafter collectively known as “Representatives”) agrees to keep as confidential all Confidential Information provided by AgencyOne or any of its representatives relating to the Program or the existence of discussions among the parties described herein, shall use the Confidential Information solely for evaluating the Program, and shall not disclose, distribute, copy or otherwise communicate to any other person or entity any Confidential Information of AgencyOne or any affiliate of AgencyOne. Receiving Party will maintain records of the persons to whom Confidential Information is distributed, will inform all such persons of the confidential nature of the Confidential Information, will direct them to treat such information in accordance with this Agreement, will exercise such precautions or measures as may be reasonable in the circumstances to prevent improper use or disclosure of Confidential Information by them, and will be responsible for any breaches by them of the provisions of the Agreement.6. Disclosure of Confidential Information: Receiving Party may obtain written permission via email from AgencyOne to share AgencyOne’s Confidential Information with specific third parties that would be registered individually via email with AgencyOne by Receiving Party. Upon registration and granted permission from AgencyOne via email, AgencyOne will provide to Receiving Party a Non-Disclosure and Non-Circumvention Agreement to forward to these registered third parties in order to maintain the strictest control over any of the Confidential Information. Upon receipt of the executed Non-Disclosure and Non-Circumvention Agreement from the third party, Receiving Party may share the Confidential Information. All Confidential Information shall remain the property of AgencyOne, and the Receiving Party shall, at the request of AgencyOne, immediately return all Confidential Information to AgencyOne including copies
3. thereof in whatever form or medium, or certify in writing to AgencyOne that it has destroyed all such Confidential information or copies. Receiving Party is not to be held liable for any wrong doings by the registered third parties.7. Non-Circumvention: It is agreed and understood that the Program presented by AgencyOne to Receiving Party shall be and is recognized by Receiving Party as the business opportunity of AgencyOne and that Receiving Party and its Representatives will not negotiate any transaction with any other party relating to the Program or otherwise seek to appropriate, usurp or otherwise exploit the Program without the prior written consent of AgencyOne. Receiving Party and its representatives further agree not to (i) pursue any implementation of or relating to the Program (other than with AgencyOne) (ii) in any capacity aid or assist, directly or indirectly, any individual or enterprise to establish products or the provision of services identical or similar to the Program, (iii) use material provided by AgencyOne to solicit products or services other than the Program, (iv) alter any information provided by AgencyOne for the purposes of solicitation or in the standard course of business, and (v) use and/or create legal documents other than those provided by AgencyOne when implementing the Program. In addition, it is agreed that the third parties referred by Receiving Party to AgencyOne are being referred solely for consideration of the Program. AgencyOne will not discuss, introduce and/or negotiate any other non Program business and/or financing arrangement with said third parties and/or cause others to do same without first obtaining written and/or email permission from Receiving Party. In the event other non Program business and/or financing arrangements are pursued with said third parties, the compensation to be paid to Receiving Party will be no more than fifty percent (50%) of the first year agent target compensation earned by AgencyOne if the business is insurance and/or annuity related and no more than fifty percent (50%) of all compensation earned by AgencyOne for other non – Program business and final agreed to compensation and terms will be subject to a separate written agreement between the parties.8. Permitted Tax Disclosure: Notwithstanding anything herein to the contrary, the Receiving Party may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the program and all materials of any kind (including opinions or other tax analyses) that are provided to Receiving Party relating to such tax treatment and tax structure.9. Compensation: In consideration of the services rendered to AgencyOne by Receiving Party, Receiving Party shall be entitled to receive and AgencyOne agrees to pay, or cause to be paid, to Receiving Party upon the implementation of the Program to a third party referred by Receiving Party a Success Fee of fifty percent (50%) of the fee/compensation received by AgencyOne, payable to Receiving Party in U.S. dollars. AgencyOne is only obligated to pay Receiving Party said fee/compensation provided that AgencyOne receives said fee/compensation from the third party and/or third party administrator. AgencyOne agrees to forward said fee/compensation within five (5) days of receiving same. In the event that AgencyOne does not receive said fee/compensation, AgencyOne is under no obligation to pay Receiving Party any monies.10. No Third Party Fees: Neither party is nor will be responsible for any Finder Fees, Commissions or any other such costs related to the transaction beyond the terms set forth in this Agreement.
4. 11. Costs: AgencyOne, upon receiving and accepting referrals from Receiving Party shall bear all costs incurred by AgencyOne associated with introducing/educating and selling the Program to the third party. These costs and fees shall not affect payment of the Success Fee to Receiving Party. Any costs incurred by Receiving Party in referring said third party(ies) to AgencyOne and in pursuing the Program shall be borne by Receiving Party and are not the responsibility of AgencyOne.12. Effect, Term and Survival: This Agreement shall be binding and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be for the longer of two (2) years from (i) the date set forth in the opening paragraph of this Agreement; or (ii) the date of last acceptance by AgencyOne of a referral of a third party by Receiving Party; or (iii) the last date that AgencyOne receives payment of a fee/compensation for placement of a third party referred by Receiving Party in the Program.13. Governing Law; Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, regardless of the laws that might otherwise govern under applicable principles of conflicts-of-laws thereof. Any dispute hereunder shall be adjudicated in a state or federal court of competent jurisdiction in the City of Bethesda, State of Maryland.14. Remedies: Each party agrees that the remedy at law for any breach of any provision of this Agreement shall be inadequate and that, in addition to any other remedies it may have, the other party shall be entitled to, without the necessity of proving actual damages or the posting of any bond, to temporary and permanent injunctive relief to prevent the breach or any threatened breach of any provisions of this Agreement or to compel specific performance by either party and its representatives of one or more of its obligations under this Agreement. In addition, the prevailing party shall be entitled to the reimbursement of costs and expenses, including reasonable attorney’s fees in enforcing their rights under this Agreement. Each party’s rights under this section shall be in addition to every other remedy (equitable, legal, contractual or statutory) to which said party may be entitled.15. Severability: If any provision contained in this Agreement is for any reason held to be invalid or unenforceable, such provision shall be fully severable, and in lieu of such invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision in terms as may be valid and enforceable. In addition, the unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.16. Notices: Any notice hereunder, excluding the “third party referral procedures” referenced in Section 3 above, shall be in writing and delivery thereof shall be complete if delivered in person, by facsimile, U.S. mail or delivery/courier service, return receipt requested, charges prepaid to the addresses set forth above.17. Reformation of Covenants: Receiving Party acknowledges that the covenants contained herein are reasonable in scope and in all other respects. If any court determines that any of such covenants, or any part thereof, are unenforceable, then (a) the remainder of such covenants shall not be affected by such determination and (b) those of such covenants that are determined to be
5. unenforceable because of their duration or scope thereof shall be reformed by the court to the extent required to reduce their duration or scope so as to render the same enforceable against Receiving Party and its Representatives. 18. Waivers: No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver by either party on any one occasion of any particular right shall be effective only in that particular instance and shall not be construed as a waiver of that or any other right on any other occasion. 19. Amendments: This Agreement may only be amended by a written agreement that is executed by AgencyOne and Receiving Party. 20. Headings for Convenience Only: The headings contained in this Agreement are intended solely for the convenience of the parties to this Agreement and shall not affect their rights. 21. Entire Agreement: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both oral and written, among the parties or any of them with respect to the subject matter hereof. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by Receiving Party.IN WITNESS WHEREOF the undersigned have set forth their hand as of the date first written above. Agency Two Insurance Resources, d/b/a Agency One LLCBy: __________________________ By: ___________________________Name: Name:Title: Title:Email: Email: